Madoka Magica: Into the Darkness
by Xenolord
Summary: Something is amiss in Mitakihara. It's in the buildings, in the sewers and in the people's psyche. How will Madoka and her friends fare staring into the darkness?
1. Prologue

Disclaimer: I don't own shit.

Author's Note: I'm a demon. And I'm going straight to hell. First Class. One-Way Ticket. Straight to hell.

Puella Magi Madoka Magica: Into the Darkness

Prologue

It had been a long and tiring day for Madoka Kaname and her four friends. The group had gotten out of school for the day some few hours ago after stewing in a boiling classroom with a broken air conditioner, only to look forward to a few solid hours of combat with the darker denizens of Mitakihara. As the last of the Barriers for the night fell, five figures appeared seemingly by magic at the end of a dark ally. As the distortion around the group faded, one figure slumped, dropping something with a metallic clatter to the ground.

"That's it. Stick a fork in me. I'm done for the night." The blue-haired figure groaned, painfully reaching down to retrieve what was dropped; a long sword, and sheath it at her side. Another of the figures giggled at the first's revelation, this one with blond hair styled into two cute drills off the sides of her head.

"What's wrong, Sayaka-chan? Tired of fighting Witches for the day? Giving up?" The taller, elder figure gave a condescending tsk from her mouth, followed by a motherly finger wag. "That's not like you." Responding to the blond's criticizing was not Sayaka, the blue-haired girl, but the one standing between the two, her red hair and red eyes blazing her unique in the group. After a little laugh, the red-headed figure moved to a pouch at her side to retrieve a small box of Pocky, and place a single stick in her mouth, hanging there much like a cigarette.

"Cut her a break, Mami-san. We HAVE been working hard these last few weeks." The group began to move out of the alley, their very strange clothing disappearing as they all stepped into the light, replaced by much more normal clothes. "Five Witches today, I think that's enough."

"For once we're in agreement, THANK YOU, Kyouko-chan." Sayaka responded once more, the red-head nodding. Moving ahead of the group came the younger looking of the group, a pink-haired girl with a unique bob to her step.

"We all did a great job today!" She spoke, her voice cheery. "Too bad Homura-chan couldn't make it..." She laughed a little before continuing her statement. "I suppose, though, that six of us WOULD have been a little over-kill."

"So... I did okay then?" The fifth figure, her hair a strange green, asked, looking very shy.

"Of course you did okay, Hitomi-chan! You had that last one on the run the whole fight!" The pink-haired girl reassured the green-haired one. Kyouko laughed at the image brought up of Hitomi chasing a Witch around with her pitchfork.

"Yea, you really stuck it to her." Kyouko added in.

"Oh, bad joke, Kyouko-chan." The pink-haired girl groaned.

"Like you could do better, Madoka-chan?" Kyouko responded in that playful arrogance she wore so perfectly. A yawn from Hitomi resonated amongst the group, causing all present to reverberate. "You can answer that later. I, for one, am bushed." Kyouko turned to Mami, a little smile perched on her lips. "Hey, Twindrills, can I crash at your place again? Mine's still being renovated." Mami groaned at the pet name.

"I suppose, but only if you stop calling me 'Twindrills'. You know I don't like that name. I don't use your descriptor when I very well could." Kyouko laughed at this, offering the others in the group a Pockey stick.

"And what's that, Twindrills?"

"Garbage Disposal." Mami answered quickly, her serene smile widening.

"Nah, that's not very apt, though. Sure, I eat a lot, but I don't make that much noise." Mami smirked a smile of devilish intent.

"Not awake, anyway." Madoka, Sayaka and Hitomi all stifled laughs as Kyouko gawked at this.

"Are you implying I snore, Twindrills?" She asked, a blush coming to her face.

"No, no, of course not, my dear Kyouko-chan." Mami patted her shoulder like a mother reassuring her child. "I'm _informing_ you that you snore." Kyouko's cheeks turned a deeper red.

"That's not very funny." This comment only caused the stifled laughter to explode into a wave of hysterical cackling as the small group moved down the street in the dying light. It wasn't long before they all reached the town center, important for them, because everyone lived in different directions.

"Well, this is where we part ways." Madoka smiled, pairing off with Sayaka and Hitomi, as Mami and Kyouko paired. "See you at school tomorrow, Mami-san... and I'll see you tomorrow, Kyouko-chan. Sleep well." They bowed to one another and the two groups went their separate ways.

The rest of the walk was refreshing for Hitomi, Madoka and Sayaka. Living pretty close to one another, it was only natural that they became friends and, in turn, Puella Magi. Hitomi was the first to break off, walking into her house with a wave to Sayaka and Madoka, a few moments later, Sayaka took her leave, leaving Madoka alone to walk home.

-Sayaka Miki's Home-

"Mom! Dad! I'm home!" She called to the house, her parents seated at the dining room table, just finishing up dinner. Her mother noticed her first, a smile appearing on her face.

"Hello, Sayaka. How was your play date with your friends?" Sayaka gave her parents kisses on the cheek before responding.

"Oh, you know Madoka and Hitomi." She answered with a smile. "They've always got something fun planned for us." Her mother returned her carefree grin with one of her own.

"Are you hungry, honey?" Patting her stomach, Sayaka shook her head.

"No, we actually ate on the way home. Sorry, mom."

"Oh, it's alright honey. We actually don't have any dinner left... Your father and I were hungrier then we thought."

"By the way, Sayaka..." Her father chimed in, wiping his mouth with a napkin. "You got something in the mail today, did you order anything?"

"Yes! Thank you! Madoka and I ordered bicycles a couple weeks back! So we can get to and from school faster."

"As long as you don't plan on using that as an excuse to sleep longer, I'm fine with it." Sayaka laughed off her father's comment, giving him a kiss on the back of his head as she passed. "I'm serious, young lady."

"Oh, stop it. She's a big girl now, if she wants to sleep a little longer, that's fine. So long as she gets to school on time, and stays awake through it." Her mother playfully scolded her father. "Your father and I put it in your room, honey."

"Thanks mom, dad." She waved them good bye while she went upstairs, her mother stealing her attention again. " Your father and I are going to bed early tonight, Sayaka, just make sure everything's locked up."

"Yes, mom." She responded, opening the door to her room and entering. Greeting her inside was a large wooden crate with a divot in the front, one of those fancy easy-open crates she'd heard about. It was rectangular, taller then it was wide, and very ominous. "Huh... that's a funny box." She muttered, throwing the window open to vent the warm, musty air that had acclimated in her room. Slipping her hand into the divot on the front, she pulled, the lid of the crate popping off and swinging free. Looking inside, a look most queer appeared on her face. "That doesn't look like a bi-" Something leaping from inside the box and hitting her hard in the face interrupted her, muffling any chance she had to scream.

She awoke what felt like seconds later, but turned out to be closer to hours. Examination of the clock told her it was midnight; four hours prior to when she remembered. Groaning to herself as she found her feet, she rubbed her eyes, a most foul taste lingering in her mouth. "The hell just happened..." She took the ring off her finger, the silver band reverting to it's egg-shaped Gem form, and placed it upon the counter near her bed. "One of them waking dreams, I bet... I'll just go to bed and be done with it..." Her stomach churned inside her, like something she ate didn't agree with her. It was just a stomach bug, and a good night's sleep would do her good. Without even bothering to change into pijamas, she stretched out on the bed and sighed, a cool breeze blowing in from the window. Her stomach churned once more, causing her to groan in discomfort.

_Squirm... squirm... squirm..._

Something inside of her felt... wrong. All kinds of wrong, and at the same time, an indescribable type of wrong. Rubbing her chest, just under her neck, she grimaced and groaned at the growing feeling of discomfort.

_CRACK!_

Doubling over at the sharp jolt of pain, she growled as a rib cracked inside her. When did that happen? She hadn't taken that much damage against the last-

_CRACK! CRACK!_

Two more sharp jolts of pain caused her to double over in her bed, curling up into a ball against whatever it was that was causing all this pain. Finally stretching herself back out, she unbuttoned her school blouse to look at her chest. Something squirmed and moved under her skin, a growing patch of red showing where blood vessels had burst under her skin.

_CRACK!_

With one more jolt from inside her, the squirming something on her chest moved up, almost as if it were trying to... '_Oh god... there's... something inside me!_' she thought as the pain increased, causing her breathing to become labored, her movements stopped by the searing pain in her chest.

_CRACK! CRACK! CRA~ACK!_

New life was brought into Mitakihara that night in a fountain of blood and an ear-splitting death rattle from a fourteen year-old girl that, despite being enough to wake the dead... failed to stir her parents from their sleep two doors away...

-The Next Morning-

The phone rang two more times as Madoka patiently waited for her friend to pick up. "Come on, Sayaka-chan, you lazy girl, we'll be late for class." She muttered to herself as it went to her voice mail. Hitomi shuffled where she stood, watching Madoka pace back and forth, phone to her ear, trying to raise her.

"Madoka-chan... maybe we should go in...?" Hanging up for the fifth time, Madoka nodded.

"I hate to intrude but... I hate being late more. Alright, let's go." Walking up to the front door, Madoka gave a knock, loud enough to be heard, but to not be annoying. Several seconds later, her mother answered the door.

"Oh, Madoka! Come on in. Sayaka's probably still in bed. Spent all night putting that bicycle of hers together." Madoka smiled and stepped in with Hitomi in tow. The pair made their way slowly up the stairs, as not to cause undue noise, and knocked on her closed door.

"Sayaka-chan... come on we'll be late for-" Slowly opening the door, Madoka stopped as she saw what lay beyond. Blood splattered the walls and ceiling around her bed, the body of her friend stretched out upon the bed, a large hole torn into her chest. "S-Sayaka...chan...?"

"Madoka-chan, what-" Hitomi stepped in behind her, her eyes going wide at the sight. Hitomi, with the significantly weaker stomach, gagged, turning around and running to the bathroom down the hall to vomit.

"S-S-Sayaka...?" With a shaking hand, Madoka moved to the corpse of her friend, her eyes locked open in abject horror, her mouth agap as if caught in mid scream, trails of blood rolling down her lips. A trail of blood, thicker then the others, followed from the wound in her chest to the dresser; dropped down the dresser to the floor, ran across the wooden flooring to her desk, followed across the desk and out the open window. Whoever had done this had left through the window. With a shaking hand, Madoka retrieved her phone from her pocket, dialing another number.

"Madoka, where are you?" The voice of Homura answered. "You're going to be late if you don't hurry up..."

"Ho-Homura...-chan..." She stammered, unable to take her eyes off the sight before her. "Homura-chan... I... Hitomi, Sayaka and I can't make it to school today..." She droned, her voice devoid of any emotion, her mind trying to process what she was looking at.

"What? Why, are you sick?"

"No... no... I'm fine..." She sniffed, wiping away forming tears. "But I've got to bury Sayaka..." There came the sound of a phone clattering to the ground on the other end as Madoka hung up. Hitomi slowly came out of the bathroom with a look of disgust on her face.

"Is... is she-" She stammered, not wanting to say the word.

"Yes... yes, she's dead." Reaching over, Madoka closed her horror-struck eyes and shut her screaming mouth, so she would look more at peace. "But what could have done this?"

"Mrs..." Madoka started, walking shakingly down the stairs. "Mrs. Miki?" She stated firmly, her face ghost pale. "Sayaka's dead..."

By the time Homura had told Kyouko and Mami the news and arrived at her house, the police were already swarming the house, men coming and going inside, some with large bags, while another group drug a stretcher out with Sayaka's cold corpse covered with a sheet. Sayaka's parents couldn't help but sit on a corner and sob over the loss of their only daughter.

"Madoka... we got here as fast as we could... what happened?" It was at this point where Madoka's exterior crumbled, the pink-haired girl collapsing into the raven-haired one's arms, sobbing. "Hey... hey, it's alright." Mami sidled up to Hitomi, pulling her away from the crowd of police and CSI.

"Hey... Hitomi-chan... do you think it was a Witch?" She asked in a low tone, trying not to draw attention.

"If it was... it didn't waste any time... or spare any expense..." Mami walked up to the cops loading Sayaka onto an ambulance.

"Excuse me... I'm a close friend of the-" She choked, hoping to not have to say this. "The deceased... may I see her?" One cop nodded to the other, who pulled the sheet back, just enough to expose the hole in her chest. "Oh... Sayaka..." Taking her hand, Mami gave her a final kiss goodbye. "Thank you..." Looking at both her hands, she noticed the ring was gone. "Excuse me... did you happen to find a ring on her? Like this one?" She showed the ring on her own finger, which the cops responded with a shake of their heads. Mami muttered a thank you and walked over to Madoka, who seemed to regain her composure.

"Madoka-chan..." She began, looking around to be sure no one was listening, she continued. "The cops didn't find Sayaka's Soul Gem... It wasn't on her body. Was it in her room?"

"I... don't know." She answered slowly. "That wasn't exactly my first thought." Slipping in behind the cops, they managed to work back to her room and the scene therein. One cop, standing by the door, stopped them from entering. "Did you find a gem a -a little blue egg in here?"

"I'm sorry, girls, but we can't release anything that might be evidence."

"Look... we all have one..." Madoka muttered taking hers from her pocket. "It was a sign of friendship... if we could just have it back..." The cop told them to wait, as he retreated into the room to speak to a few cops, returning a few seconds later.

"No one's seen anything like that. Do you know where she usually puts it?"

"Usually on her dresser..."

"I'm sorry, girls, we haven't seen it. Is it valuable?"

"Not... not really. More personal value..."

"If we see it, we'll give it to her parents, with instructions to give it to you if they see you." Madoka nodded and thanked the cop, leaving.

The group left the house to go back outside for some fresh air. The smell of death and decay was too strong inside for them to stand. Madoka had replaced her Soul Gem back into her pocket and sat on the curbside. Looking over, she noticed Homura looking into a box. "Homura-chan... what's that?"

"Something the police missed." She droned, closing the box. "Come on, I'll show you, but not here." The group stood and walked away from the death house into the city proper.

Since school was in session, the park was fairly dead, the windmills spinning mindlessly across the river as the five sat on the grassy banks. Homura set the box between them, a hand keeping it closed. "Don't freak out." Removing her hand, she opened the box. Inside was a small, tan, spider-like creature with a long tail and eight long, lanky appendages. It was on it's back and stationary, very much dead. It had no definitive organs or human-like features, or anything anyone had seen before.

"What is that?" Kyouko started.

"I haven't the foggiest..." Madoka answered.

"Strange..." Came Hitomi's addition.

"I've seen this before..." Mami droned, her usual carefree smile gone from her face. "Or... more specifically, I know someone who has." Standing and dusting the back of her skirt off, Mami motioned the others to stand. "Come on. I'll take you to her. Just... mind yourself. She's a little... odd."

The group stood and began their walk towards wherever Mami had in mind, the young morning waning into early evening by the time they arrived. On the outskirts of the city was a large, archaic house built with a wrought-iron fence around the property. Opening the gate and leading the group up the steps, she gave two firm knocks on the door. Homura handed her the box, not wanting anything to do with this. Answering the door came a cute girl in an apron, with black hair and pretty green eyes. She gave a bow and a very well rehearsed welcome.

"Hello, and welcome to our humble home. What is it I can do for you today?" Mami's face was deadpan as she spoke.

"I wish to speak to your mistress. Is she awake?" The girl in the apron smiled and bowed.

"Mistress, in fact, just woke up. Please, follow me." Walking with a quick clip through the house, Homura poked Mami's side.

"Is there anything we should know about this person?"

"Yea. She knows more then you think." She muttered in return. "I met her a few years back when I started fighting Witches." Madoka clammed up at this. Did she know who they were for Mami to speak so freely? Opening a door, the girl stepped in.

"Mistress, are you decent? You have guests."

"I'm busy. If it's not important, tell them to come back later."

"It is Lady Tomoe and some friends. It seems rather important."

"Twindrills!" The woman's voice returned. "Hell, show her in!" Kyouko stifled a laugh at the fact they used the same pet names. The girl who greeted them stepped to the side and allowed Mami and her friends in. "Mami-san, I haven't seen you in weeks! Witches keepin' you busy?"

"Among that and school. You know, perhaps you've heard of it?" The woman laughed, her white hair bobbing with the motion.

"Well, don't just stand in the door way, have a seat. I've got plenty of places to sit, counters, dressers." She smiled a strange smile at Mami. "Hell, you can even sit on my bed in you want. Just... ya know... move all the body pillows." Mami moved several of the body pillows; most of them depicting naked, or near naked women, away so she could sit. "So, what brings you to me this fine afternoon?" Mami tapped the box on her lap.

"Grim business, I'm afraid. One of my friends was killed this morning, and I knew you'd be able to tell me how."

"Sure, where was this murder?" She turned back to the massive set up of computers she had on her desk, firing them up.

"In her home."

"Come on, Mami-san, you know I can't do anything in a private residence. Cameras all over this city, except in homes. Unless you've got something for me to go on, you've wasted both our times." Mami handed her the box with a grim expression. "Oh? What's this? A present? For me? You shouldn't have." Upon opening it, the dumb smile on her visage drained. "Oh my..."

"You see my point now."

"How did you come across this?"

"It was in my friend's room when she was killed." The woman scanned everyone assembled.

"Your friend... Sayaka was it?"

"How did you know!" Madoka chimed in.

"Mami-san has told me of all of you; she speaks very highly of her friends. I don't see the chipper blue haired one. Process of elimination." She turned to her computer and started typing again. "First off, do you know what this is?"

"No." Came the consensus from everyone assembled.

"Then the government did it's job." She continued, turning around. "About six years ago, a strange signal was detected from Antarctica, deep in the southern poles. A survey team was sent there, funded and lead by the Weyland Corporation. Now, the news would have you believe that polar shifts in the ice caused the caverns to collapse and kill everyone on the survey team..."

"I remember that report. There were no survivors."

"There was ONE survivor, but she's been quarantined. It wasn't polar shifts that killed the research team, it was these creatures." The screens on her desk clicked onto strange pictures from some ancient temple of similar Mayan origins. "The strange signal originated form this temple, buried deep within the Antarctic ice. The temple was used as a breeding ground for alien creatures."

"Why didn't we know about this?" Came Homura's addition.

"What, and spread panic across the world? Pbth, that'll never fly." She turned around, holding the dead creature. "What you've got here is what we, in the Underground Internet like to call a Facehugger." She looked it all over, from tail to toe and gave a little smile. "Sickeningly fascinating creatures. They latch onto someone's face and force an egg into the victim's stomach. Once the egg's in the victim, they detatch, find a hiding spot, and die. Three hours later, the egg hatches and gestates into something we call a Chest Burster."

"Sayaka had a hole in her chest when we found her..." Kyouko muttered, idly. She took the box of Pockey from her pouch and gave it a look. For the first time in a while, she found herself not hungry.

"Then it's safe to say we got one of these things running around the city now." She sighed. "Shit... an outbreak in a city would cause wide-spread panic..." She turned to another screen. "Listen, Mami-san... I know a few more Puella Magi... but they're not in the city. It'll take 'em a few hours to get in. It's up to you five to hold that thing off until more arrive."

"Can't we call the police? Or the military?" Madoka chimed in, the woman in the chair giving her a dumbfounded expression before smiling and patting her head.

"My, she's a cute one, isn't she?" Before anyone could answer, she continued. "If we call the military, they'd be out in force looking for this thing. People would be up in arms that something so dangerous could have gotten loose in the first place, and eventually we'd have wide-spread panic. No, we have to handle this quietly."

"What, hypothetically, happens with this Chest Burster? What does it look like, what does it do?" Mami muttered, leaning over the woman's chair. The woman's face paled as she thought.

"Chest Bursters are harmless, more or less, by themselves. Sure, they could bite your ankles until you bleed to death, but by that time, you would have stomped it. They're small, about seven or eight inches long, serpentine. They usually find a place to hide, usually with ample food small enough to sustain it; small cats and dogs, rats, birds, the like. After they eat their fill... they hide and grow."

"Grow? Grow into what?" Came Hitomi's response, her hands tugging nervously at the fringes of her skirt. The woman shook her head.

"I don't know. Those reports are sealed up tighter then the Prime Minister's bung hole. I do know a little about it, and what I do know is frightening."

"Tell us what you can."

"Here's what I can tell you. Whatever it is this Chest Burster will turn into, it'll be mean. Big, ugly. It doesn't need to eat. It doesn't need to sleep. It doesn't feel pain, or remorse. It will kill without warning or meaning. One more thing..." She paused for effect, turning to face everyone. "It can run... a whole hell of a lot faster... and a whole hell of a lot longer... then any of you can. It won't stop until everyone it sees is dead, human... or Puella Magi. It doesn't matter." Everyone's face was ghost white at this, the information they heard wasn't what they wanted.

-Sewers Under Mitakihara-

Deep within the stagnant, disgusting sewer system far under the shining jewel of a city, a path of rat corpses led a way through two of the tunnels, leading to a cross section where two city workers went about their jobs of fixing the plumbing.

"Hey, Ino, hem up the lines over there, we don't wanna get gassed." The first muttered, looking down the pipe line with his flashlight in hand.

"Yea, yea, yea... I'll take care of it..." As the man named Ino walked towards a panel, his foot slipped on the mossy concrete. "Whoa, watch your step, man. The concrete's awefully slippery." There came the sound of something big hitting the surface of the water and falling in. "Dammit, Hisao, I told you to watch your step!" Turning to face where his friend was mere seconds ago, he was greeted by ripples stretching out across the stagnant water, with no sight of his friend. "Hisao?" Shining his flashlight on the water, he tried to find Hisao. "Come on, stop screwing around and get out of there." A soft blue light fell across the man's back as a slight hissing came to his ear. "Not funny Hisao." He droned, turning around. Instead of the smiling face of his joker of a friend, he came face-to-face with the snarling visage of teeth, drool, and hate. No eyes dotted the elongated blackened head of his attacker, and naught a scream left his mouth as a small jaw left the open mouth of his assailant, digging into the man's forehead, skull, and brain. He was dead before he could react.

-Mami's Apartment-

"So, what do we have to work with?" Mami asked, pouring everyone assembled there some tea.

"Sayaka's dead, and we've got some psycho snake running around the city, probably killing people." Kyouko muttered, sipping her tea.

"So, it's a Witch without a Barrier, then?" Madoka chimed in, giving a little shrug. "It... shouldn't be too much harder then fighting a Witch, right? We go in, take care of it before it becomes a problem, and boom. Done."

"Two flaws with that problem, Madoka-san..." Hitomi muttered, interjecting. "A Witch's Barrier doesn't move... we always know where it is... this thing... can be anywhere in the city... it can move..."

"Yea, and the second one is we can't just transform in the middle of the city, and have us running around like idiot LARPers with weapons looking for this thing. And we CERTAINLY can't have Mami Tiro Finale'ing buildings helter skelter."

"Collateral damage should be kept at a minimum."

"Prehaps I can shed some light on this situation." Came a familiarly strange voice, the group turning to face the stare of Kyubey. "Whatever this thin is... it is in possession of Sayaka's Soul Gem."


	2. Among Us

Author's Note: This is my Valentine's Day Submission. If you don't like it, go look up some other Sayaka x Hitomi stories. I'm sure there are others out there. If not... gimme a couple'a weeks.

One: "Among Us"

"Kyubey!" Mami chimed in as the little alien ferret walked into her room from the window, situating himself on the table. "I haven't seen you all day, where have you been?"

"Following Miki Sayaka around town. Her actions were rash... erratic. Sewers, building tops... I didn't know what to think. Then I heard the news... that Miki Sayaka was dead." His tail brushed quickly across Kyouko's arm. "So, I move to investigate this turn of events."

"Did you see it?"

"No. I saw nothing, but many times I felt Miki Sayaka's presence. Whatever it is you are hunting... I can tell you two things about it. The first is that it is obviously not human, and it is somehow in possession of Miki Sayaka's Soul Gem."

"How is that possible? I mean, it's not smart, right? I doesn't know what it is, right?" Madoka tried to reason, to no avail. "I mean... how is that-" Something flashed in her mind, a visage from Sayaka's room. Sayaka religiously placed her Soul Gem on the dresser. The trail of blood leading from her body to the dresser... could it... "Oh no..." She muttered. "The dresser... the trail of blood to the dresser..."

"Wait..." Kyouko started, crunching on the pocky stick in her mouth. "Are you trying to tell me this thing... what... ATE Sayaka's Soul Gem?"

"It is possible, yes." Kyubey responded in that eerie tone of his.

"Well, this may be a blessing in disguise." Mami chimed in after sipping some of her tea. "If we can find each other in a Barrier by searching for Soul Gems, then we can find this thing in the same fashion. It can't hide from us, and it can't hope to stand against us."

"Do not be so overconfident, Tomoe Mami. This creature has already killed two sewage workers..."

"How? Jaina told us it was tiny."

"Hours ago." Kyubey responded, his head slowly turning to face her. "Miki Sayaka's movements started early this morning, and have not stopped since. Whatever this thing is; has already grown to full size."

"Oh, shit..." Came Hitomi's response, a swear very uncharacteristic from her.

"The hell are you doing wasting time here!" Kyouko shouted, standing. "Come on, Twindrills, we need to kill this thing pronto!"

"For once, Kyouko-chan... we agree. We can't just let this thing make a mockery of Mitakihara. As far as I'm concerned; It's a Witch, and will get the same treatment."

"Agreed." Madoka chimed in.

"Right. Let's go." Homura added in, finishing her tea.

"How did you do that?" Kyouko added in a secondary notion, looking at Homura's cup; which was full seconds ago. The raven-haired Puella Magi only gave a little smile, holding up her left arm. "Oh, yea... Time Stop. Keep forgetting." Kyubey leapt up onto Madoka's shoulder as the group stood from their seats.

"Right. Time to move out."

It felt weird for everyone to be walking around Mitakihara in their unifroms, several passerby's giving them strange looks, one even thinking they looked cute 'all dressed up for a party'. "Can these people get any more dense?" Kyouo muttered, her spear lying across her shoulders lazily, her arms drooped across it. Mami gave a slight shake of her head.

"Now, now, Kyouko-chan. We need to protect these people." Kyouko gave a raspberry followed by a crunch from her pockey stick.

"You and your motherly instincts, Mami-san." She muttered, looking up to the sky. They were in downtown Mitakihara, considerably more urban then the uptown, which was more residential and school area. Mami had only been to Downtown Mitakihara twice in the past, once to fight the Witch Gertrud, and a second time for an open-house in a property she was interested in. Kyouko, however, seemed to have been here many times before, looking around each corner with care.

"I'm sensing Miki Sayaka's presence just up ahead... it's stationary..." The group looked at one another and broke out into a run towards were Kyubey felt Sayaka's presence. "Turn left!" Came Kyubey's next instructions, the group turning down a side-street, stopping at the entrance. "It is in this alley..." He muttered. "Be very careful."

"Be very careful, he says. Any more words of advice, Buddah...?" Kyouko whispered to the ferret, not expecting an answer. "Twindrills, Hitomi, follow me. We'll loop around the back and sandwich it in between us." Mami nodded, Kyouko, Hitomi and her taking off with a sprint down the road, leaving Madoka and Homura alone to deal with it if they found it. The group of two girls advanced slowly, the girls' eyes scanning the area around them for whatever this thing was.

"Kyubey... where is it?" Madoka muttered, looking behind a dumpster.

"I... do not understand. It should be right here." A shriek from above them answered the question, a soft blue light piercing the otherwise shadowed overhang of the fire escape.

"There!" Madoka shouted, pointing up as the creature slowly exited the shadows. "Is it..."

"Climbing on the walls? What the HELL?" Homura shouted, drawing a pistol from behind her sheild, firing at the creature. Scuttling quickly across the brick surface, it dodged each shot with ease, the little blue light following it wherever it went.

"Homura, don't! That light-!"

"I know, Madoka! But it KILLED Sayaka! It's NOT Sayaka!" Madoka's further protest fell dead on her lips as she nodded, her bow appearing in her hand as she drew the string back. With a loud, ear-splitting screech, the creature leapt at the group, claws to bear. Homura reacted first, dropping the pistol and reaching for the disk at her arm, the device clicking just as it's claw slapped her shoulder, gripping it tight. Madoka froze around her, unable to move or aid.

Barking two more shrill shrieks, the creature continued to attack Homura, one hand on her shoulder, with it's other claw, the Puella Magi barely able to dodge it's flurry of assaults, twisting her body to dodge claw strike and tail stab. Her ability to stop time had never felt more like a determent then an aid in all her life; and for the first time in her existence, she was scared this thing might kill her. Each swipe and stab from the creature was proceeded by a shout of some kind leaving it's mouth, each one feral and guttural. Finally, Homura managed to draw a pistol from behind her shield and bring it to bear, the muzzle pointed at the soft glowing gem on it's chest.

Almost as if it was protecting it, the creature grabbed her arm and pushed, the gun going off just to the right of the Soul Gem, a hole appearing in it's chest, splattering blood across Madoka's side. With a strong kick, she shoved the creature off her, just as time resumed.

"Homura! Watch o-" Madoka started, a sizzling from her side causing her sentence to break. "What the- Augh! AUGH!" She shrieked, the blood burning into her skin and eating away her clothes. "What the hell! What the hell!" She shouted again, trying to brush the blood off as it ate into her skin, the little particles finally dying a few millimeters into her body. "Ow ow ow ow!" She continued, the creature recoiled from the kick and hissed. Homura watched as the hole in it's chest sealed quickly.

"It... regenerates!" Homura swore to herself, Madoka too concerned in getting the last of the blood off her to either notice, or hear, pointed the pistol at it again and fired, the creature's quick movements allowing it to leap effortlessly to the wall behind her. She couldn't track it in time, the creature landing behind her with feline grace, it's tail striking like lightning.

_SNICKT!_

The sickening sound of bone grinding on bone, followed by the warm feeling of blood rolling down her chest and stomach was a shock to the raven Puella Magi. With a shaking hand, she grabbed the tail, impaled through her chest four feet out, and tried to push it out. Her vision fading fast, Homura emptied the rest of the clip into the creature's tail, severing it after several shots. Releasing a howl of pain, the creature recoiled and retreated a few steps, giving Homura a chance to turn to face it. With a sharp claw movement, it raked her chest with it's razors, blood spraying against it's black as sin carapace, the Puella Magi dropping to her knees.

"Homura-san!" Madoka shouted, running to catch her friend before she collapsed. As she caught her, a vision flashed in her mind.

"_Madoka! Help me!_" The voice in her mind was a familiar one, the visage of a blue-haired friend flashing in her mind.

"Sayaka... chan?" She muttered, the creature shrieking at her and leaping to the building behind it, and crawl away. As it Madoka pulled the tail from the body of her friend, her skin already cold to the touch, Kyouko, Hitomi and Mami appeared at the other end of the alley.

"Homura!" Kyouko shouted, her voice barely audible at the distance. Tired and breathing hard, the three closed the distance between Madoka, the girl sobbing uncontrollably over her friend. "Homu-"

"No more splitting up, Kyouko!" Madoka shouted, tears streaming down her face. "NO MORE!" Lying her friend on the ground, she stood, punching Kyouko's shoulder. "You could have helped her! YOU COULD HAVE HELPED!"

"Madoka, I-"

"SHUT UP!" She shouted, shoving the red-head to her rear on the concrete. "Don't talk to me!" Her cheery pink uniform vanished as she put her arms around Homura, hugging and sobbing over her. "Don't talk to me... let me grieve..." Homura had never looked more at peace then lying there, soaked to the core in her own blood. Mami helped Kyouko to her feet and motioned to the others that they should leave her. "It can climb on walls..." She muttered, still half incohierent. "It can climb on walls like they were the floor... I don't know how, but it can..."

"D-" Hitomi began, a motion and a slight shake of Mami's head told her to not bother. Kyouko and Hitomi followed Mami out of the alley where Kyubey sat, waiting with that stupid look on his face.

"If this thing can climb on the walls like Madoka says, we've got a real problem." Mami muttered, looking at all the building surface it could clamber on. "Because we've got a really big city... and with that revelation, it just got a lot bigger."

Mami had taken Homura back to her apartment so they could work out some kind of burial for her after this was done, and everyone dispursed to their homes, the group of Puella Magi already two down. Madoka returned to her house, still sobbing over the loss. Entering her home, she called out to her parents that she was back.

-Two Hours Later-

"...bringing the score to twelve to one..." The television in Mami's apartment was on for the first time in a while, to the news, where the sports analyst was giving the score of the last American Football game, no one assembled really cared to know, however. Kyouko sat at Homura's side, still in disbelief that she was really gone. "In other news today, the serial killed being called the Mitakiharan Terror has struck twice again, this time taking the lives of Kaname Junko, and her husband Tomohisa. They are survived by their daughter, Madoka, 14, and their son, Tatsuyo, 4." Mami's face paled at this.

-Two Hours Ago-

"COME BACK HERE YOU YELLOW-BELLIED BASTARD!" Her mother always taught her not to swear, but after all she'd been through in the day, she thought it warranted a little exemption. The creature which had robbed her of her two friends now leapt out a window after robbing her of her parents as well. In a burst of anger, her pink uniform appeared on her body again, bow in hand. Without a care for who mights see her, she followed the creature out the window, drew the string back and fired, the arrow going wide, striking a building. As it rounded a corner, she knew she couldn't catch it on foot. Her uniform disappeared as she collapsed to her knees in abject horror.

-Two Hours Later-

"...Get that camera out of my face!" She shouted, grabbing the cameraman's lens, throwing it to the ground in rage. "Get out of my house! GET OUT!" The cops pulled stretchers out of the kitchen, on which lay her parents in the stillness of death. She was still dressed in her school uniform, the stains of her parent's blood still on her chest and sides, looking much like a killer herself.

"Madoka!" Mami called as the pair slowed down to meet her. Madoka stood and gave a half-hearted nod to her friends. "Madoka, are you-"

"Oh, I'm fine, thanks for asking!" She gave a very forced smile. "I just watched that thing tear my parents apart, that's all HOW ARE YOU!" She shouted the last three words, her voice course from the yelling.

"Madoka, look, you need to calm down. We'll find this thing and-"

"And what, Mami? Invite it over for tea?" Her words struck Mami to the core, her hate-filled rant wasn't directed to her out of hatred, she knew Madoka didn't hate her, but she was just under a lot of stress, and she was releasing it the only way she knew how. "Maybe bake it a cake, is that your plan?" Mami reacted in a way she would instantly regret, slapping Madoka across the face to snap her out of her rant. It worked for a time, the stunned Madoka standing, hand placed against her cheek, staring in shock.

"Snap out of it, Madoka, this isn't you." Mami stated firmly. "We'll find this thing, Madoka. And when we do, we'll kill it. Just like we do to Witches, we'll do to this." The hatred in her eyes resurged as she dropped her hand.

"No, Mami." She droned, her school uniform vanishing into her Puella Magi clothes, several of the cops looking in shock as a bow appeared in her hand. The flower atop her bow, usually a cute pink rose, had turned into a withered black one. Mami took a glance at her forehead, her usual pink Soul Gem dangerously corrupted.

"Madoka, listen to me, you're teetering on the edge here..."

"I DON'T CARE!" She shouted, her voice echoing off the walls. "This thing took Sayaka. It took Homura. And now it takes my parents? No! No, I won't let it have the satisfaction. I'll see it dead before daybreak, BY MY SELF if I have to." Turning on her heels, she charged into the dying sunlight, each step laced with determination and a small bit of hate.

"We've lost her." Kyouko mused, not to be smart or funny, but to state the obvious.

"What's... going to happen to Madoka?" Hitomi began, watching her friend storm off.

"If she stays on this path of misery and despair... she'll turn into a Witch..." Mami mused, Kyouko shaking her head.

"Pbth. Yea. If that thing doesn't get her first." Mami gave Kyouko a death stare, to which was responded by a shrug.

"Mami-san, good to hear from you again. Did you get your alien?" Jaina, the woman in the archaic house on the hill from before spoke, answering her phone.

"No..." Mami muttered, hanging her head. "Do you watch the news?"

"From time to time, why, what's up?"

"The Mitakiharan Terror? That's what they're calling this thing."

"It got two more people, I saw that."

"Three... It... killed Homura." Jaina paused for a moment before answering.

"Shit." She droned in a low tone. "I hate to say it, Mami-san, but with her death, so did any chance in hell of killing this thing. The ability to stop time would have been invaluable."

"Don't tell me what I didn't ask for. What's the ETA on those other Puella Magi you told me about?"

"Kanon's not answering her phone, and Sera's on her way. I'll see if I can get a hold of Masami, but she's a bitch to get sometimes. Sera's in Okinawa at the moment, and she'll be on the first train over in the morning."

"We may not have until morning. Madoka's... she's gone over the deep end. It killed her parents."

"Yea... I know." Jaina droned, looking at her computer. "Listen, the archives on this thing are sealed up tighter then a Miser's coinpurse... but I managed to pull more things up for you. It seems this thing's got the ability to crawl onto any surface with no problems at all..."

"Yea, we figured that part out already." Mami responded.

"Also... it's blind." Jaina continued without a pause to breathe.

"Blind?"

"Yes, initial reports show no form of eyes on it's head at all."

"Then how the hell does it see?"

"Hearing? Scent, maybe, I don't know. For all we know, it could be some system we've never heard of before, the point is, it can't see you. If you could mask your scent, and muffle your sounds, you might stand a better chance."

"That's a hell of a longshot. And you know Kyouko and her damn Pockey."

"I heard that." Kyouko grumbled to Mami, who was on the phone.

"Yea... it'll be hard keeping her quiet. She's got quiet the mouth on her too." Jaina muttered, scratching her chin.

"Not to mention she hardly bathes."

"Are you two STILL talking about me?" Kyouko growled, crunching on the pockey stick in her mouth. "My nose is itching, you must be talking about me." She gave the tip of her nose a little scratch to emphasize the point.

"Anyways, Mami, it remains that you need to kill this thing, but priority should be taken to Madoka. If she falls much farther... I don't think I have to tell you what will happen."

"I do too bathe." Kyouko grumbled again.

"Would you can it for ten seconds, Kyouko, I'm trying to hear." Kyouko responded to Mami's quip with an extension of her tongue and a silent raspberry. "We'll do that, Jaina, thanks. Keep working on your other Puella Magi. We'll do what has to be done on our end."

"Alright, Mami-san. Take care." Jaina hung up the phone, only to redial another number. "C'mon Kanon, pick up your damn phone..."

"So, what did she say?" Hitomi asked, looking eager to learn any new revelations.

"Jaina says this thing seems blind, no eyes."

"How does that help us?" Kyouko asked arbitrarily, putting another pockey stick in her mouth.

"If we can silence ourselves, and hide our scent, we might stand a chance."

"Are you suggesting we roll ourselves in garbage, Twindrills? I'm not doing that." Kyouko answered quickly, shaking her head.

"Well, we're not going to do anything tonight... it's getting too late..."

"You heard her, Mami." Kyouko stated again, giving her that trademark scoff of arrogance. "This thing doesn't sleep, and neither should we."

"Oh, fine idea, Kyouko." A most strange outburst from Hitomi, who was usually quiet. "We'll just charge into battle, fatigued and exhausted, and let that thing have it's way with us. Sounds like a great plan." Kyouko thought about Hitomi's words, forced to nod in agreement.

"Yea, you're right. We should get some rest before we try again."

"I say you both stay here tonight. Can't have you separating and that thing picking us off one at a time." Mami suggested. "I'll get the spare bedroom ready, and pull out the couch."

"Alright, Mami-san... thank you."

"It's alright. We'll continue the search for Madoka and this thing in the morning." Lifting the cushions from the couch, she pulled a bed out from inside, the metal frame snapping in place.

"That's nifty..." Hitomi muttered, watching Mami lock the bed in place.

"Thank you. It's something I ordered from America." She looked to Kyouko who was busy munching on a pockey stick happily. "Kyouko, could you get me the extra sheets from the linen closet, please?" Giving a little nod, she complied, walking to the little closet off the main room.

"Do you have a preference, Kyouko?" Hitomi muttered to the older Puella Magi as she rustled around in the closet.

"I'll take the couch if you want the bed." She answered quickly, returning with the aforementioned sheets.

Hitomi snuggled into bed that night with a sour taste in her mouth after the events of the day. Sleep found her strangely quickly, despite the deaths of Homura and Sayaka. Sleep did not, however, find her without dream.

"_Sayaka-chan! Sayaka-chan! Guess what?" Hitomi called out to her friend, running towards her in excitement. "Kyosuke-kun came back today! His hand's all healed!"_

"_Really?" Sayaka seemed less then shocked at this revelation, but Hitomi didn't seemed to bothered by this fact. "That's great!"_

"_Look Sayaka-chan... I know you like Kyosuke-kun but... I do too..." It was a revelation she had practiced in front of the mirror for a while in the chance this turn of events came to pass. "Now... you're my best friend, Sayaka-chan, so I'm going to give you the chance to make the first move if you want. If you haven't by Sunday... I will." Sayaka seemed shocked at this, but bowed with a smile._

"_Thank you, Hitomi-chan, you're a good friend." She told her with a chuckle in her voice. "I was going to ask him out tonight as well." Hitomi was disappointed that she would loose Kyosuke, but happy that Sayaka wouldn't. The pair went their separate ways for a time, returning to class for the time. After school would find Hitomi watching as Sayaka asked Kyosuke out to dinner that night. She smiled as the young man nodded to her, a look of completion appearing on Sayaka's face._

_Days passed with no events, until one day where Sayaka was sick out of class. Kyosuke had confronted her as the bell rang, and told her a story of how he and Sayaka weren't seeing each other anymore, and that he really wanted to go out with her._

"_O-okay... if you're not with Sayaka-chan... I suppose it couldn't hurt." Kyosuke smiled and gave her a hug, the pair agreeing to meet at six. Hitomi had gone home in a hurry to get ready for her date. He had taken her to a nice resturaunt for dinner, and even played a nice song for her at the end of it. Things hadn't gone south for another day._

"_You know..." Sayaka had started a discussion with her at lunch one day. "Kyosuke's been rather distant recently." Hitomi drew a questionative glance at this, taking a sip from her cup._

"_Why's that strange?" She droned._

"_Well... don't you think it's strange for him to be ignoring me? I mean, at all?" Hitomi shook her head slowly._

"_No... why would it be strange? You broke up, didn't you?" It was Sayaka's turn to be confused, her eyebrow piquing at the statement._

"_No. No, we didn't where did you get THAT idea?" Hitomi stopped mid chew, staring at her._

"_He... told me. We've been going out since yesterday..."_

"_You've been WHAT?" Sayaka practically shouted. "Hitomi... you said you'd give me the chance to move first!"_

"_I did! He came to me!"_

"_I don't know that! I don't know what to believe anymore!"_

"_Sayaka!" Hitomi shouted as her friend left in a huff. What had she done?_

_Hitomi continued to go about her life at school, ignoring both Kyosuke and Sayaka with all her might. It wasn't until she saw something that she could use against Kyosuke to gain Sayaka's friendship back. Sitting in the cafeteria at her school, she overheard Kyosuke asking another girl out, someone who was in her class._

"_No, no, it's alright. It's over between Hitomi and I. Wanna go to dinner tonight? On me?" He asked her to the same restaurant that he had invited Hitomi to._

"_You two-timing..." Hitomi growled to herself, standing and charging out of the cafeteria. Taking her phone from her bag, she rang Sayaka._

"_Hitomi." Sayaka's voice droned on the other end. "Give me one good reason I shouldn't hang up."_

"_Because Kyosuke's playing us both, Sayaka-chan. I just overheard him asking Aseri out."_

"_What? You're lying."_

"_No, no I'm not. Look, just give me one chance, okay? He asked her out to dinner at..." She gave Sayaka all the information she overheard, time, place, and everything. Sayaka and Hitomi would get there twenty minutes early and surprise him._

_Sayaka and Hitomi sat in a booth in a corner of the restaurant, ready to jump him the moment he arrived. Surely enough, right at six o'clock, he and Aseri walked in, hand in hand, and sat down._

"_See, Sayaka-chan? He cheated on you with me, and me with her." Sayaka's eyes flared in hatred._

"_That son of a-" Standing from her seat, she and Hitomi walked over to the table where he sat. "Hello, Kyosuke." She growled, hands on her hips._

"_Funny meeting you here. Hello, Aseri-san." Hitomi bowed to the other girl. "You should know that he's already asked both of us out this week. He didn't even have the courtisy to dump us before moving on."_

"_You what?" Aseri asked, looking shocked. Aseri wasn't a friend of Sayaka and Hitomi persey, but they knew one another. "Wait, you-"_

"_Oh, don't worry about it, Aseri-san." Sayaka spoke, staring Kyosuke in the face. "It's over between us, so you can have him if you want him." Slamming her hands on the table she stared Kyosuke in the face, her eyes cold. "I gave up my soul for you, and this is how you repay me? You bastard." Coiling back, she spat in his face, took Hitomi by the hand and lead her out. "Come on, Hitomi-san. Let's go get something to eat together. Just us girls."_

"_Sure thing, Sayaka-chan." The pair walked out of the restaurant, hand in hand, and found another place to eat._

"_Oh, Hitomi-san... I'm sorry. I can't believe that I was that stupid..." Sayaka groaned, rubbing her eyes with her hands. "I mean... I... GOD I'm so DUMB!"_

"_It's okay, Sayaka-chan. You only did the human thing..." Hitomi grumbled a little. "I just wish there was something more permanent I could do." Opening her eyes showed her something most strange._

"_Do you really wish that, Shizuki Hitomi?" The voice belonged to a strange white ferret sitting on the table in front of Sayaka. "Do you really wish to do something more permanent to Kojimi Kyosuke?"_

"_Kyubey?" Sayaka muttered._

"_Who's this?" Hitomi questioned, looking over the strange white ferret. "Is this one of your pets, Sayaka-chan?"_

"_This... this is Kyubey. He's a friend of mine."_

"_You have the makings of a great Puella Magi, Shizumi Hitomi, all you have to do is ask."_

"_What is he talking about?" Hitomi asked, looking over at Sayaka._

"_Kyubey is... complicated. Remember when I said I gave up my soul to help Kyosuke?" Hitomi nodded at this, still looking at the strange ferret. "I made a contract with Kyubey here... to heal Kyosuke's hand. God, I'm such an idiot, a selfish idiot." Laughing a little, she shook her head. "I thought... I thought if I healed his hand, he'd like me more... I didn't... I didn't know he would cheat on me like that... with my best friend, no less!"_

"_I don't usually deal with wishes that cancel out another's, but I believe Miki Sayaka would agree it's for the best."_

"_Hey... he's right. If you're willing to accept the consequences for your wish, Hitomi-san, do whatever you want to him."_

"_I can do... anything?"_

"_I'd prefer if you didn't kill him." Sayaka laughed, eating from her plate. "Punishment is best done when they can suffer from it." She looked about, the restaurant empty of anyone except Sayaka, Hitomi and Kyubey. "If you hurry up, you might be able to pull it off here."_

"_I can do it now, if you wish." Kyubey muttered, his tail sweeping back and forth._

"_Will... it hurt?"_

"_It's discomforting, but not terribly painful." Sayaka responded, poking her plate with her fork._

"_Okay... uh..." A cruel smile crossed her face. "I wish that Kyosuke can never hear the sweet music of a woman's voice ever again, and I wish he never has the chance to walk over women again." Hitomi felt something pull out of her chest, a green gem left in it's wake. Worry lacing her face, she looked from Sayaka to Kyubey._

"_Go on. Take it. It's okay." Sayaka reassured her, Hitomi reaching out and closing her hands around the green gem._

_The next morning had welcomed Hitomi into the fold of the Puella Magi. She had learned that Madoka was one, as were a few other people in her school, some of which she knew, others were unfamiliar. She seemed to take a shine to Homura and Kyouko, the rough-and-tumble women very appealing to her. Her first time transforming was a shocking turn, not knowing fully what happened._

"_Wow..." Kyouko stated, looking at the newly transformed Puella Magi, mouth agape at her costume. She was dressed in a green leather bustier, with matching hotpants and a hip coat, a burnished black chain wrapping from her left pointer finger, up her left arm, down her back and around her waist, then down her right leg, ending in a hook hanging from her green leather boots. She looked herself over, the blackened trident resting in her hand lazily._

"_That's... interesting..." The blond girl she had just met, Mami, muttered, after pouring more tea._

"_Since Shizumi Hitomi's wish was one of suffering and pain, so it shall be reflected in the suffering and pain she will inflict on the Witches of Mitakihara." Kyubey explained, Hitomi's uniform looking more like a Dominatrix's outfit then a Puella Magi's._

"_Weren't Puella Magi supposed to bring hope and peace? She looks like she belongs in a cheap eighties porn." Kyouko, ever the classy one, droned._

"_What do you know about that?" Mami asked, a queer look on her face. Kyouko responded with a quick smile._

"_More then you do, Twindrills." She finished, ending her sentence with a sly wink. They had consummated their new friendship with a night of fighting Witches and exchanging stories of their wishes. It was a good night, one Hitomi would never forget all her life. What would happen next, would never leave her in all her lives._

_That night, Sayaka paid Hitomi a visit in her room, her Puella Magi uniform visible in the low light. "Sayaka-chan... What's wrong?" Sayaka shook her head as she dropped through the window, bouncing off her bed and stepping into her room._

"_I just... I just wanted to apologize for what I said earlier." She started, shaking her head. "I should have believed you over my stupid feelings for him."_

"_It's alright, Sayaka-chan. You didn't know, how could you?" She smiled, shaking her head. "If you had reacted otherwise, I would have been concerned. If I didn't forgive you, I wouldn't have told you." Sayaka smiled and nodded._

"_Well, that solidifies it." Sayaka continued. "I'm off boys. They're such animals." Hitomi found herself laughing at this._

"_Yea... I agree. Boys are stupid." If it weren't for the darkness, Sayaka would have hidden her face from her friend. She didn't want her to see her cry._

"_Hitomi-sama..." Sayaka continued, wiping her eyes. "Can you ever forgive an idiot for her stupidity?" Hitomi threw the covers off her and got out of bed, and gave her friend a hug._

"_Sayaka... you could kiss me and I'd forgive you." She hadn't gotten these words out before Sayaka spun on her heels and did just that, planting a well-thought out kiss on her friend's lips._

"_I'm glad you said it and not me." She laughed a little, holding Hitomi's head. "We're in this together now. You and I... champions of justice... we've got to stick together..."_

"_Think your mom will think you missing?" Sayaka chuckled a little, leading Hitomi to the bed again._

"_Madoka and I are having a sleep over."_

"_Works for me."_

"-chan! Hitomi-chan, wake up!" Came the course, sleepy voice of Kyouko, her arms shaking her violently, trying to rouse her from her sleep. Through tear-filled eyes, she stared at Kyouko for a moment before the red-head continued. "I heard you sobbing... is everything alright?" The tears returned as she remembered her dream... and the finality of everything set in. She would never see Sayaka again. Sniffing a few times, she finally managed to vocalize her feelings.

"I miss Sayaka!" She sobbed, breaking down into a torrent of hot, salty tears ran from her eyes to the sheets covering her body. Kyouko closed her eyes a little and nodded.

"Yea... I miss the little idiot too..." If it weren't for her own tears, Hitomi would have been able to see Kyouko's. "I miss that little idiot so... so much..." The two girls hugged in the night, Hitomi moving over in the more then large enough bed, she let Kyouko in. "That little idiot... so stupid... but so loved..." It was out of mutual affection and loss that the two women spent the rest of the night in each other's arms.


	3. The Siren

Two: "The Siren"

The sun has risen on Mitakihara with no promise of a good day. Mami had been awake now for an hour making tea and breakfast for her friends and allies, the sound of a knock at the door a strange welcome at this hour. With a careful step, the blond Puella Magi walked to the door and peered through the peep hole, a young woman on the otherside, her hair spiked and pink, her mouth constantly chewing gum. "Hello? Anyone in there?"

"Who are you?" Mami answered cautiously, testing the woman for what she might want.

"Are you Tomoe-sama?" She continued. "My name is Kanon Dachel, Jaina said you wanted to see me."

"How do you know Jaina-san?"

"Ghostie and I go way back, so can I come in?"

"Maybe. How do I know you're telling the truth?" Mami kept staring through the peep hole, the girl groaning, and holding up her hand, a silver band upon a finger. It was plain as they came, a small electric blue gem set on the top.

"Come on. We Puella Magi gotta stick together, huh?" Unbolting the door, Mami opened it, looking the girl over with her eyes. She looked like she belonged more in an American rave club then the sleepy city of Mitakihara, her pink spiked hair and green raver goggles a stark contrast to Mami's more conservative, homely style. With a toss of her head, she invited the girl in, the newcomer offering a wink and a salute as thanks, taking a guitar from her back and stepping in.

"I apologize about being so hard to reach, but my phone was dead."

"Oh. That's okay. While your phone was busy being dead, so were my friends. You'll have to excuse my courtisy."

"I heard about Homura-sama and Sayaka-sama. A loss to the world."

"You didn't know them."

"Personally? No. But Ghostie talked about you guys a lot. She says she has you to thank for getting her into this profession." Kanon took a seat by the table, setting her guitar before her to tune it. "I was on the first plane over when Jaina called me."

"First 'plane'? Where the hell are you from?" Kanon smiled, strumming her guitar once.

"New York. Witches run absolute rampant there, let me tell you."

"You're Japanese is good for an American Puella Magi." Kanon smiled and bowed.

"Why, thank you. I have a lot of contacts here, so it only makes sense I could talk to people. So." She slung the guitar onto her back and placed her hands on her knees. "Tell me about this issue you've been having."

"I will, once everyone's up."

"Who is this?" Came the chill tone of Kyubey as he perched upon the window.

"Whoa... he looks just like my Incubator. What's his name."

"My name is Kyubey. Who are you, exactly?"

"Kanon Dachel, my friends call me the Siren Puella Magi." She gave a little nod, which was responded to by a sway of Kyubey's tail.

"I'm sure it's a pleasure, but we have more important things to worry about."

"Could you two keep it down in there?" Came the sleepy voice of Kyouko as she shuffled into the main room. "Some of us are trying to sleep." She started sniffing about the air, smelling the breakfast cooking in the pan. "Never mind. I'm up."

"Fast-track to that one is her stomach, lemme tell you..." Mami muttered as Kyouko took a seat across from Kanon.

"Who's the Pink Spike Ball?" Kyouko started, staring at Kanon with a curious stare.

"Kanon Dachel, pleasure to meet you. You're..." She stared for a moment. "Red hair... stomach like a garbage disposal... Sakura Kyouko?" Kyouko gave a groggy smile and a nod.

"You know a lot about me. Pity I don't know anything about you."

"It's alright. Everything I know about you is something you'd want people to know." She gave a smile and rubbed the cold from her body. "All you need to know about me is I'm a friend, and someone to be trusted."

"Yet to be seen." Kyouko muttered, another yawn from the door drawing everyone's attention to Hitomi shuffling out of the same room Kyouko came from. Without acknowledging anyone's presence, she sat down at the table, and promptly put her head on the top, continuing to sleep. Kyouko smiled at the girl and put her hand on her back, rubbing her back in slow circular motions. "Come on, Hitomi. We have guests." Hitomi looked up with sleep-laced eyes, surveying the place.

"How'd I get here...? This isn't my house..." She groaned. Kyouko frowned a little. "Oh... oh, now I remember... god I'm dumb..." She put her head back on the table. "Are Homura-chan and Sayaka-chan still..."

"Let's... not talk about that. We've got a lot ahead of us if we plan on finding this thing..." Mami interrupted her, putting the home cooked meal on the table before them.

"Yes, let's. What are we looking at, Witch or Familiar?"

"Neither." Mami answered, dishing some up for their new guest. "This thing isn't magical in nature, it's mundane, but lethal."

"I didn't have great reception when Jaina got a hold of me, but I did hear something about 'Antarctica'. What did that have to do with anything?"

"Here's what we know. This thing has natural camouflage, and can blend into shadows like you wouldn't believe. It's fast, and it can crawl on any surface like we travel on the ground. It kills without mercy or remorse." Mami was speaking to Kanon now, who ate her breakfast and listened intently. "It's also very strong, it killed Homura without so much as a struggle."

"We should split up and search the city." Kanon added in between bites.

"No, no splitting up." Kyouko answered for Mami, shaking her head.

"Yea... we tried that before. That's how it killed Homura."

"But if we DON'T split up, this thing'll get smart. You said it killed Homura when you split up, right?" Mami nodded. "It's an opportunistic hunter, then. It doesn't strike a group, because it knows it doesn't stand a chance. I fought a Witch like this once. I went in with two others, and it retreated. We tracked it down, same two Puella Magi with me, retreated again. But when I tracked it down a third time, with just me, it showed itself."

"That's a hell of a risk you're asking us to take. Use one of us as bait for this thing, on the off chance it decides to take it?" Kanon nodded.

"I know. I know it is, but this thing isn't going to risk taking us all on at once."

"How do you know that?"

"Besides Homura, has it killed anyone else?"

"Madoka's parents." Kyouko answered.

"Aye, and I was watching the news a bit last night. Another was found dead in his home, torn to shreds."

"It's going after single or two targets at a time. How else do you explain it?" Kanon scooped her breakfast into her mouth like she hadn't eaten in a week. "Look, if it makes you feel any better, I'll play bait myself, you two hang back and when it attacks, you join in."

"I... don't think that'll work." Kyouko muttered.

"Why's that?" Mami responded, her stare on the red-head now.

"Because when it killed Homura, it fled just as we arrived. It had ample opportunity and means to kill Madoka as well, but it only killed once." She shook her head. "There's something we're leaving out, Kanon. This thing... ate Sayaka's Soul Gem. We think it can detect us like we can it."

"Wait... okay, tell me exactly how this thing came into existence."

"Well..." Mami began, telling the story from the beginning.

"Why does Jaina never give me the whole story? That changes things a lot. If you've got a Xenomorph problem, we may be up shit creek and no paddle."

"Xeno...morph?" Kyouko muttered. "That's an awfully strange word." Kanon puffed her cheeks up and sighed.

"Alright, look. What I'm about to tell you is not supposed to be public knowledge but... you guys seem pretty okay, so here it is. My dad worked for the Weyland Corporation before they went bankrupt. I trust Ghostie told you about the expidition to Antarctica six years ago?" Everyone nodded. "My dad had some of those files on his computer before he wiped them and... well, I looked at them. I don't know exactly what Ghostie told you, but these things... these Xenomorphs breed at a freakish pace. The require the use of these Facehuggers to reproduce, so as long as no more bodies pop up with woulds similar to Sayaka-sama, we'll know it's the only one. By your description it sounds like one of the drones..." Kanon read Kyouko's expression and elaborated.

"They have a hive-like structure, similar to ants. The drones build the hives, tend to the queen, and do any fighting that's required of them. However, unlike ants, they're extremely aggressive and territorial. This particular drone seems to think that Mitakihara is it's territory."

"You know an awful lot, girl." Kyouko spoke, suspicion lacing every word.

"Yea, I get that a lot. Look, we can't be suspicious of each other, okay? This thing has no Grief Seed. It's not a Witch. But it will kill everyone and every thing in this city if given the time. Motives aside, we need to trust one another if we plan on coming out of this alive." Mami nodded.

"I agree. I don't know what Kanon-san's motives are for coming here, but she's arrived at the right time. We need all the help we can get, and with Madoka still god-knows-where, we can't rely on her at all." Hitomi nodded.

"Right then. I say we suit up and move out." Kanon stood, took the guitar from her back and struck a chord on the strings, her punk-rocker clothes vanished in an electric green puff of particles as her Puella Magi uniform replaced them. She wore a pair of knee high boots with electric green laces and a set of lace stockings. Her upper legs were covered in a green micro skirt of the same electric green, and a corset and blouse combo, similar to what Mami wore, covered her chest, still electric green. Her hands were covered in long, elbow length gloves with a guitar pick built into both pointer finger. On her head appeared a pair of goggles and a pair of headphones, complete with microphone. Everyone else stood and followed suit, dressing up for the occasion of hunting.

"So, is that why they call you 'the Siren Puella Magi'?" Mami questioned, giving a chuckle at her rocker ensamble. Kanon responded by running her fingers on the strings of her guitar, playing a little quick song, smiling as she spoke.

"That, and reasons you'll soon find out." Mami took hold of the fringes of her skirt and shook, two muskets dropping to the ground. "Aw, kick ass!" Kanon stood, watching the elder Puella Magi pick the weapons up, one in each hand, obviously envious. "I can die a happy woman if I see the fabled Tiro Finale in action."

"Good luck. I can't risk hitting any of the buildings." Mami responded as Hitomi finally woke herself up enough to stuff some of her breakfast into her mouth, her leather bustier and hot pants a nice change. Kanon watched Hitomi, her eyes tracing the chain on her leg all the way up to her arm.

"Can I help you?" Hitomi answered when she noticed Kanon staring at her.

"No, sorry, I never seen a Puella Magi look like you before. What kind of wish did you have to make to look like that?"

"I wished a two-timing guy that he would never hear or walk again." She answered without so much as a flit in her eyes.

"Nice. You go girlfriend." She offered her hand to Hitomi, hoping she'd high-five her.

"I'm not your girlfriend. My girlfriend died to give birth to this bastard." She finished, walking out of the room, her Trident appearing with a flick of her wrist. Left hanging in mid air, Kanon simply nodded, mouthed an 'alright' and lowered her hand, following everyone out. '_Mental note, Kanon, avoid American expressions in the vicinity of the grieved._' She noted to herself taking up Mami's rear as she locked her apartment.

"Kyubey, do you have an area for us to search."

"I do..." The Incubator answered as he looked about. "It appear as though your 'Xenomorph', has taken an interest to Mitakihara Middle School."

"Oh shit. If it's hitting a school..."

"No time to debate!" Kyouko stopped Kanon from saying anymore. "Let's just go!"

The trip to Mitakihara Middles School had never quite been this long, and the run hadn't ever been this quiet for anyone. No one wanted to think what this thing could do in a school filled with frightened thirteen to sixteen year old children. By the time they arrived, the effects of the creature's presence was already obvious as children and teachers all evacuated the building, massing outside to stare in disbelief. Mami and the others slid to a stop as the children had branched off into their cliques to hide and sob at what had befallen them.

"Sensei!" Hitomi called to her teacher, standing outside with the others. Hearing a familiar voice, she turned to face the source.

"Hitomi! What are you doing here? And dressed like that no less."

"It's... a long story, one I don't have a lot of time for. We're looking for an alien creature with black skin. Have you seen it?"

"Seen it? Dammit, Hitomi, it ATE half my class before I could react! It's still somewhere in the building..." Hitomi nodded, the girls moving towards the building. "Wait, you can't go in there! Shizumi, Tomoe, you're crazy if you go in there."

"We're stupid if we stay out here. Look, Sensei, this is going to sound weird, but right now, we're the only people who can stop this thing. Kazuko, their teacher, shook her head giving them her best 'disappointed teacher' look.

"No. No, I won't allow you back in. Stay out here until the police arrive." Kyouko advanced on the teacher with a smile on her face.

"Well, lucky for me, I'm not a student here. Kanon, let's go."

"Right behind you." Kanon responded, the elaborately decorated guitar coming from behind her back. Mami shrugged to Kazuko and followed the pair in, Hitomi bowing and apologizing for disobeying her.

The halls of the school were dead, eeriely quiet for the first time in a while. As they followed the corridor, following the feel of Sayaka's Soul Gem in the distance, they came across signs of the creature's activities, blood smeared in strange patterns on the glass walls and the floor.

"It's like a damn slaughterhouse in here..." Kanon mused, her fingers ready on the guitar strings.

"Scarier then usual..." Came Hitomi's response, switching her Trident over to her left hand, the chain snaking around the handle. "How hard can it be to find one alien in the school? It's not really that big of a school." The began climbing the stairs to where Kyubey felt it, floor five.

"It's near..." Kyubey muttered, clamming up more then usual. Kicking an emergency exit open, the group stepped onto one of the walkways that crossed the very high class building, the creature standing in the middle of the glass passage, everyone was offered their first look of the creature.

It stood six feet high, it's outside was covered in a crawling black carapace that looked like something out of your darkest, drug-induced nightmares. A four-foot long tail whipped slowly behind it, a large barb capping the deadly whip-like appendage. It was a lean creature, it's legs and arms both thin and cruel, the ends of it's feet ending in toes with large talons, and the ends of it's hands ending in massive claws, each with the power to tear steel. Adorning it's chest was a familiar blue egg, pulsing with a soft light as it stood. It's long, black head was shaped like a banana, it's jaw hung open as a thick drool leaked out of the bottom. It was holding one of the teachers who struggled to get free of the creature's powerful grasp. Opening it's mouth, a smaller jaw shot out with such speed and precision, it tore into the man's forehead, splitting his skull wide open.

"Oh, sick!" Kanon sounded, the creature picking up on the sound instantly. "Ooops..." She uttered quietly, realizing that it now saw them. Dropping the now dead teacher, it doubled onto all fours and hissed at the group, tail whipping about behind it. They stood there, facing each other off as the creature took a few steps back.

"It's going to leave!" Kyouko shouted, breaking past Mami and Kanon to assault it directly.

"Kyouko, don't! If you get separated we can't help you." Mami growled, taking hold of Kyouko's arm. The rash Puella Magi nodded, understanding. With a little leap, the creature doubled over itself and started running down the hall, away from the group. "After it!" Mami commanded, the group breaking into a run after the creature. As the group followed, Kanon found her phone, ringing Jaina.

"Jaina! Listen..." She heaved between breaths.

"Kanon? You find Mami-san alright?"

"Yea, I found her... we found the thingie... it's in the school, listen, call Sera and Masami, get them here A.S.!"

"Already ahead of you, hotstuff. Sera just got off the bus in Mitakihara, and she'll be there to back you up within the hour. Masami's still a ways out, though."

"I don't care, another will help greatly. Thank you." Hanging up, she pocketed the phone just to take a corner. The group stopped as they stared the creature down again as it paced back and forth, staring at the group. "What is it doing?" Butting it's head against a door, it pried the metal barracade open, the shrieks of a girl telling them exactly what it was doing.

"Oh, no you don't!" Kyouko shouted, charging ahead and ignoring Mami this time. Instead of trying to pull the other back, Mami just trained one of her muskets on the creature, but Kyouko charging blocked a good shot.

"Dammit, Kyouko, get out of the way." Leaping into the air, she brought her spear down on the creature hard, the would-be death strike grazed the creature's chest as it leapt out of the way. Hitomi and Kanon advanced to help as the creature attacked the red-headed Puella Magi. Kyouko had a lot for her, she was strong and powerful in both body and mind, and also extremely agile. Matching the black demon move for move, it appeared at first that the two were exactly even to one another, until the creature slipped up. Instead of ducking under one of Kyouko's attacks, it jumped, allowing her to impale the creature with her spear.

"Got you, you ugly son of a bitch!" She sneered, twisting the spear into it's chest, it's wails and screeches falling on deaf ears. "You'll get no sympathy from me, this is for Sayaka!" With another twist, she slammed it into the ground, the would splattering yellow blood on the floor, which proceeded to eat through the metal. "Acid blood? Interesting." Kyouko smiled, wrenching her spear from it's body and walking towards Mami and the others, who have started to breath easy.

"See, Twindrills? It's not that-"

_CAAAW-sneckt!_

Kyouko stood stunned at the sound of something striking flesh and bone, her spear clattering out of her hand, both knees giving out under the weight of her body. Falling face-first with the expression of a surprised victim, her body gave two twitches, then went still. "Kyouko! NO!" Hitomi shouted, the last vestiges of Sayaka dying with her. Looking back up, the creature had found it's feet again, the gaping wound in it's chest sealing as they watched.

"It regenerates?" Mami growled, her muskets at the ready.

"Oh, no fair!" Came Hitomi's addition as the group charged again. Turning on it's blackened feet, the creature coiled onto all fours, and pounced out the window with a loud shriek.

"We're on the fifth floor! How far can that thing fall!" Clamering to the window, they watched the creature land on it's feet as if the fall didn't affect it, and sprint off into the distance, towards the river. Mami was the first to Kyouko's body, taking kneel next to her. Blood was beginning to pool around her now, the expression of shocked surprise still plastered on her dead lips. Reaching across her body, she shut her eyes with two fingers.

"Dammit... rest in peace you lovable oaf..."

"This is going to hell real fast!" Hitomi chimed in. "First Sayaka! Then Homura... and now Kyouko!" Panic had set in, her eyes shaking as she tried to continue speaking. "Which one of us is next? When will it come for us?"

"Hitomi, snap out of it! This isn't helping!" Mami shouted, then stopped to recompose herself. "Sorry, I shouldn't have yelled. Alright, listen up. This thing just got more dangerous. We can't wound it, we'll have to kill it outright, we know that now."

"How do you expect to do that? We can't even touch the thing hardly, let alone get near it?" Hitomi asked.

"It tricked her..." Kanon mused, looking at the door, the woman on the other side heaving in panic. There was a large patch of blood on the door frame where the creature headbutted it. "It couldn't break through that door... it tricked Kyouko into charging..."

"This thing is too damn smart for it's own good." Mami muttered again, rolling Kyouko over and taking the Soul Gem from her chest, her clothes reverting back to her street garb. "If it can regenerate, the only explanation for that is it's somehow drawing on Sayaka's powers." Everyone's eyes went to their own Soul Gems, Hitomi's on her shoulder and Kanon's on her forehead, nodding in agreement. "It's the only safe explanation I have of why this thing can regenerate damage so fast." She placed her Soul Gem back into Kyouko's pocket.

The group, down one, exited the school to meet the teachers and students outside. Kazuko was the first to advance.

"Is... is it safe? Did you get it?"

"No... we didn't. It got away." Mami muttered, grumbling something to herself. "It killed Kyouko too." From the crowd came a new face, this one's hair a similar crimson to Kyouko's but much shorter.

"Yo, Kanon." The new girl spoke, raising a hand.

"Sera! About time!"

"Sorry, the buses don't run at night." The new girl spoke, rubbing the back of her head.

"Who are you?" Mami asked, still a little gruff from the whole experience. The red head only smiled.

"I'll explain later, but first, are you guys hungry? I'm starved."

"We just lost someone else. If any of us live through this, I don't think we'll ever eat again." Hitomi growled to the girl, her eyes very hard and filled with hate.

With slow and practiced steps the creature crawled through the tight tunnels of the sewer system, a route it had burned into it's memory over the course of several hours, and found it's little nest it had made to rest. The walls of the junction had been sprayed with some form of hard, chitinous material, the patterns closely resembling the fluidity of the creature's carapace. Crawling onto one of these deposits, it curled into the wall to rest, it's hand falling over the blue light on it's chest, snuffing it so it couldn't be seen. As the creature drifted off into something that resembled sleep, a soft, female voice could be heard echoing in the tunnel, sobbing in sadness.

"Name's Sera Fields." The red head spoke as she sat down to something that resembled lunch. "I'm stationed in Okinawa usually, but Jaina called me down here. So, you've got a little problem, that's fine. I can help." She leaned back in the seat, patting her stomach. "There's only the discussion of my fee."

"You're 'fee'?" Mami growled, looking very indignant.

"Yep. You heard me. It's simple, really. I kill it, I keep the Seed." Mami scoffed a little.

"If that's your fee, you're wasting your time. It's not a Witch." Hitomi answered, sipping on the drink she had bought herself. Sera looked at her, this time her turn to be indignant.

"Hey. Girl scout. Who let you talk for the group? Who is this tweenie bopper?"

"That 'Tweenie bopper', as you so callously put it, is my friend, and she has more right to talk then you do. If you want to be greedy, then you can just head back to Okinawa. We don't need you."

"Um... if I may...?" Kanon began. "I've worked with Sera before... she can be a bit... abrasive... but she's good. REALLY good."

"You want her to help? Fine. You convince her." Mami answered.

"Fine. I will." Turning to Sera, Kanon began her plead. "Sera, please help us. Out of the kindness of your heart." Sera groaned.

"Gimme one good reason, Rocker Girl." Kanon's eyes went narrow, as she uttered one word.

"Toronto." Sera paled at this, and sighed.

"Fine. Fine, I'll do it. But only because of Toronto, then you can't guilt me like that again, okay? We'll be even." Kanon smiled and nodded.

"Agreed. Now... here's what we know..." She was cut off by someone clearing their throat. The group looked over to see a very peaked and embarrassed looking Madoka standing beside them.

"Uhm... can I join?" She asked innocently.


	4. The End

Three: "The End"

"Madoka!" Mami smiled, happy at last to see a friendly face. Standing a giving the younger a hug, she smiled a happy smile. "Where have you been, we've been worried sick." Madoka nodded sniffing a little at her friend.

"I know, Mami-san... I'm sorry. I... lost myself for while. I went off to find who I was and why I was fighting..." Madoka sat at the table and looked over the faces she recognized. "Where's Kyouko?" Mami gave a little sigh before answering.

"It got her Soul Gem... Apparently if our Soul Gems get too far away from our bodies, we turn into shells." Madoka cast her eyes downward and nodded, muttering a muffled 'I see'. "Anyway, Madoka, this is Kanon Dachel and Sera Fields, they've agreed to help us fight this thing." Kanon smiled, nodding to the pink-haired girl, and Sera gave a little salute.

"I'm only here because of Toronto." Sera groaned a little, Kanon nudging her in the side. "But it's a pleasure to meet you, Madoka-san." It was at this moment Mami's phone ran in her pocket. Retrieving it and placing it to her ear, she answered in her usual tone.

"Yes? Good morning, Jaina." A pause. "No... it got Kyouko's Soul Gem... hang on, let me put you on speaker phone." Pressing a button on the phone's keypad, Jaina's voice clicked on mid rant as Mami put the phone in the center of the table.

"-kin' thing won't die. Kills a Puella Magi, incapacitates two more and just goes about it's business like it doesn't give a fuck." She sighed on the other end. "Well, we can't do anything to change the past now, so we've got to charge ahead. I managed to dig up some more stuff for you, thought you might like to know. Remember the temple in Antarctica I told you about? Well, it turns out that the sole survivor wasn't the only thing they pulled out of that place. They also recovered about seven eggs from the bowels as well, and kept them in cold storage for research purposes. Records indicate they were being sent from the Weyland Corporation to a Japanese Firm based outside Tokyo."

"Wait... I thought the Weyland company went under after that little incident in Antarctica... How are they still in operation." They couldn't see, but they just knew Jaina was shaking her head.

"Companies 'go under' all the time, Kanon. Sometimes they just do that for show so people will get off their back. After the Antarctica Incident, people were up in arms over the loss of life Weyland let happen under their watch, so, to get this public uproar off their backs, they pretended to go bankrupt."

"Clever." Sera mused.

"Aye, and they also found another financial backer. You'll love this. That Japanese Firm I told you about? I've got a bill of sale here. It seems Weyland bought out the Yutani Corporation six months ago. They moved all of their Xenobioligical studies TO the former Yutani Corporation building. Your eggs? They were being shipped there."

"That doesn't explain how one got into Sayaka's room, though." Madoka chimed in.

"Oh, hey, Madoka's back! Happy days." Jaina broke for a moment to celebrate before continuing. "But you're absolutely right, it doesn't. I'm still looking into some things but it's slow going. You're not going to like this... but I'd advise staying away from it for as long as possible. This thing obviously knows more then it's letting on, and it's killing people."

"We can't just let it have free reign over the city. What do you suggest we do?"

"If you die, Twindrills, if all of you die, the city doesn't stand a chance. The government will move in and turn the city into some kind of sick arena, dropping criminals inside to survive against this thing. Mitakihara will be an example of failure on the part of the Puella Magi for generations to come. Come on, Mami-san. You know me, I have never given you bad advice before in my life. Trust me on this, please." Mami groaned and nodded.

"Alright, Jaina, I trust you. We'll stay away for now."

"Good girl. Alright, Mami-san. Be safe." The phone clicked off, two steady boops telling the group that Jaina had hung up.

"So... that's it? We just wait and see what happens?" Kanon asked, shrugging.

"No. We find this thing and kill it, that's what we do." Mami responded.

"You heard Jaina, we should-" Sera droned, finishing her lunch.

"Jaina be damned, she's not out here fighting this thing! We are! When she wants to get off her butt and help, then I'll accept her advice, until then, we don't rest on our laurels. This thing can regenerate damage done to it at a frightening pace, so that means if we find it, we need to destroy it completely." Mami looked around the city for a moment before nodding. "And I think I have a little plan to expedite that."

Madoka couldn't believe she was doing this. She understood Mami's plan, and it was a simple one... but why, oh WHY did she volunteer to be bait? Walking alone in Mitakihara wasn't safe anymore, and she knew that. Mami knew that, and yet here she was, walking alone down the streets of the city, hoping this thing would come to her. "This is crazy." She muttered to herself, the knowledge that Mami and the others weren't that far behind her did nothing to aid her growing feeling of nervousness. In her school clothes, no less! She didn't even have anything to defend herself with. Kyubey sat idly on her shoulder, trying to sniff out Sayaka's Soul Gem.

"I'm not detecting her Soul Gem anywhere... maybe..." A shriek from a roof top silenced the Incubator as Madoka looked up, a dark figure sitting atop a flag pole staring down at her. Summoning all her courage she faced off the creature as it jumped from the flagpole, falling several stories down to land on all fours in the middle of the street. Hissing at Madoka, it started to walk slowly towards her, it's movements like a lizard as it crawled across the ground. Standing her ground, Madoka's heart pounded in her chest as it approached. She knew any motion would make it turn more aggressive.

"S-Sayaka-chan? Can you hear me?" She started firmly, hoping the soul of her friend still had some control in the body. "It's me, Madoka, your best friend. Listen, if you're in there, you've got to stop doing this." Reaching her feet, the creature stood, towering a good foot above her, the height-difference scaring the hell out of her more then anything. "Please, you've already hurt Homura and Kyouko.. just... stop. You don't have to do this anymore."

-A nearby alley-

"What the hell is she doing?" Mami groaned, watching the scene play out before her. The others had transformed at this point, ready to attack.

"She's trying to talk to it?" Hitomi added. "Maybe there's some of Sayaka in there...?"

"She's being a moron, that's what she's doing." Sera droned. The group continued to watch as Madoka continued to talk to it.

-Outside-

"... you can hear me in there, Sayaka... please, just let me know you're in there." It was Kyubey who reacted first.

"Madoka! That thing doesn't have her Soul Gem anymore! I'm detecting her on the other side of the city!" As Kyubey made this revelation, the creature drew it's tail back, ready to gut her where she stood.

"Madoka! Move!" Came Hitomi's voice, her trident flying out of the alley, the chain on her arm keeping it attached. Madoka ducked as the Trident surprised the creature, causing it to recoil a few more feet down the road. Hissing once more, it charged Madoka again. Mami and the others had come out of the alley way to assist. With such an open battlefield, the creature had a clear advantage, dodging each and every one of Mami's shots. Madoka took the opportunity to transform so she could be useful. Hitomi's Trident retracted as the chain snaked around her body gain, the woman swapping hands her weapon was in. Leaping towards the creature, she made a powerful stab with the tri-pointed weapon, the creature batting her attack away with the back of it's hand.

"Hyaaa!" Came Sera's voice, the mercenary Puella Magi leaping out of the alley. She wore a strange black suit that was very reminiscent of a school uniform, except she wielded two large hand claws and wore armor over parts of her body. Landing in the battle, she started to attack mercilessly and with powerful strikes, all of which were slow an cumbersome, easily dodged by the lithe creature.

It was Kanon who jumped out next, the intro to a song preceding a gout of flame from the alley. Instinct carried the creature to dodge the flames, portions of them barely missing Sera as she moved to persue. Kanon didn't drop her guitar routine, though, her fingers madly strumming on her instrument again, playing a different song introduction, this time the neck of her weapon sparking to life with crackling bolts of electricity. With a final chord, the electricity arced across the air towards the creature, the bolt falling short of it's mark. "Damn, too far..."

"Her weapon's music!" Madoka mused, watching Kanon wind up another song, the one from before, as she jeered her opponent.

"Let's see how you handle wading yourself through the fire and flames!" As she struck the final chord, a fireball lauching out the neck of the guitar, exploding on the concrete beside the creature, knocking it to it's side.

"You're open!" Came Sera's voice as she pounched atop the creature, driving both claws into it's chest and tearing apart, blood splattering the road, sizzling slowly as the blood ate into the molten street. "Die! DIE!" She shouted, shredding and ripping into the beast in a fit of rage. With one last slash, she severed it's head from it's neck, the banana-shaped cranium rolling free, the mouth hung open in a perpetual hiss. "Ugly son of a bitch: Zero. Sera: One." She smiled, standing off it's sizzling corpse, her weapons dripping it's yellow blood where she stood. Turning to Mami and the others she chuckled.

"It's a wonder you lot managed to do anything at all." She jeered, her weapons finding their place at her side. "That thing gives you problems? Pathetic." Her black uniform vanished, turning back into her black leather jacket and leather pants, the woman giving a tossle of her hair. "I'll just be back on my way to Okinawa now. If you ever need anything done right, don't hesitate to call."

"Wait." Mami growled. "Didn't you hear Kyubey? That thing didn't have Sayaka's Soul Gem. Or Kyouko's. It's not the same one."

"'Course it is! It probably just dropped them."

"Stop being stupid. It's not dead until we've got those Soul Gems in our possessions, I-" Mami stopped for a moment. "Oh, christ..."

"What?" Madoka mused, looking over to her friend.

"I just realized something..."

"What?" Came Madoka again.

"You remember what Kyubey told Sayaka a few weeks back, right?"

"About Puella Magi being able to regenerate all but the heaviest of wounds?"

"Yea..." She groaned, rubbing her eyes. "Aside from destroying the Soul Gem, what's the only other way to kill one?"

"Complete destruction of the body or de-cap-i..." Madoka's eyes went wide.

"What? What am I missing here?" Kanon asked. "Come on, someone say something, this is creepy."

"It's Sayaka..." Mami mused, tears in her eyes.

"She's still alive."

-Mitakiharan Morgue, That Night-

"I hate guard duty here." One man spoke to the other, his flashlight bouncing back and forth from the lockers of different bodies. "I always feel like one of these bodies is gonna stand up and eat me." The second guard scoffed at this, his action merging into a chuckle. "I'm serious man! I don't like this job! It creeps me out... but with this economy, what are you gonna do?"

"True... Let's just finish up this round so we can get back to watching the screens in the well-lit, warm security room." The first nodded, giving a confident 'uh hum'.

"Agreed." Quickly finishing their sweep, the guards stopped by one of the open vaults. "Hum? What's this? Those damn technicians leaving coolers open again..." He shined his light on the toe tag. "Miki Sayaka... thirteen... damn, so young to die so horribly..." The second guard nodded, pushing the slab farther into the cool, lazily closing the door. As the guards returned to their security room, a black shadow darkened the already pitch black morgue, a soft, blue light following it it's suit. Long claws rapped against the door, slowly inching it open, like a child opening it's first door. Learning from the door, the claws pulled the slab out, the visage of Sayaka cold and pale on the metal sheet, her face illuminated by the soft blue light.

Breath finally found her, the young girl's eyes darting open. The light retreated slightly as she stared at what had opened the door and revived her. "You-" In her still weakened state, even with her body healed from her meeting with the Facehugger, she was no match for the creature's powerful claws as it took hold of her and pulled her from the morgue.

-Later-

"Miki Sayaka? Yes, she was interred here. Why are you asking?" The lady at the morgue spoke, sleep littering her eyes.

"We would like to see her, please, she was a close dear friend..." Hitomi was elected to handle this, the girls' Magi uniforms replaced with civilian equivilants.

"Family?"

"Well... no..."

"Then I can't let you see her. Family of the deceased only. Sorry, but you'll have to leave." Their next sentence was cut short by a quick 'pheet' and the woman, clasping her neck, a small red dart jutting out of her juggular.

"Sorry... but these are questions..." A groan punctuated this. "...we just don't have time to answer..." Madoka turned around to see a very injured, limping Homura, one hand holding a bloodied splotch on her chest, the other gripping a strange gun.

"Homura!"

"Homura?" Mami echoed Madoka's statement, but more questionable. "You shouldn't be up, you need to-"

"I need to be here... to kill this thing." She took another few steps forward, removing the dart from the woman's neck. "I think we've already come..." Another groan. "...to the same conclusion... but we might have gotten here too..." Stumbling, she pushed open the door to the back. "...too late..."

"Why do you say that?" Mami muttered, making the woman more comfortable in her sleep. Flicking the light switch up, florescent light flooded the room, the scene laid bare before them, blood splattered around the room, pieces of what was once a person adding to the beautiful soup of disgusting presented to them.

"That's why." Homura answered, her grip at the hole in her chest tightening. Stumbling back to the sleeping woman's computer, she shoved her out of the way, starting to type on the keyboard. "Sayaka's in locker 1214... Back wall." Walking back to the door, she started scanning the lockers, finding 1214, and sighing. "Shit..."

"What?" Mami asked, finding the locker next to Homura. "Oh..." Pulling the slab farther out of the locker, they found the remains of a toe tag sitting silently upon the cold metal. The text of the tag read simply 'Miki, Sayaka'

"Who would take a body?" Madoka asked, choking the last word out.

"It's... only my guess but..." Came Kanon. "If she is alive... I think this... thing would have felt it.. I think... they're going to farm her."

" 'Farm?'" Mami asked, paling father. "Why do I not like the sound of that? What does that mean?"

"They're gonna use her as a host for more of these things. Imagine if you had found a cake that would keep coming back, no matter how much of it you ate? Well, these things have found your never-ending cake. In Sayaka." Tears started in Madoka's eyes as the thought of these beasts using her best friend as a host, over and over and over and over again filled her mind, the hours – _days_ of excruciating pain she would feel... unable to be relieved from it by death. A modern day Prometheous.

"Madoka..." Mami put her hands on her friend's shoulder, looking her in the eyes. "If we can't find Sayaka in time... we're going to have to find – and destroy – her Soul Gem. I won't have her suffering this pain for an eternity."

"But-"

"No 'but's, Kaname. If we can't save her, we need to spare her." Madoka gave a nod and steeled herself, trying to convince her mind that it wouldn't be necessary.

-High Above Earth's Orbit-

"Yes... no doubt about it. This is where it's coming from." A voice spoke, a small silhouette sitting on an alien console aboard an alien ship, staring at the sapphire jewel of earth. A series of clicks emitted from farther into the ship, the creature not moving, it's tail swaying in place. "No doubt about it, I can sense it from far below... one of their cities. Neither _Tarei'Hasan_, nor can I be sure of it being _Kainde _or _Pyode Amedha_... perhaps... it is all three? Or perhaps something we've never seen before..." Another series of clicks echoed in the hall, the small, white creature on the console turning inward, a scary smile plastered indefinate on it's face, it's red eyes piercing the darkness as a tall, well-built figure appeared behind it. "Do not take that tone with me, Star Cursed. You will do as I instruct, and I instruct you to land this ship, and confront this _Zabin _and put it down. That is your contract, is it not?" Another series of clicks, this one sounding none too happy. The creature scoffed a little. "You care, Star Cursed? For this... underdeveloped species?" A laugh issued from the creature as he turned back to the planet. "You sound like my brother."

Ending Author's Note: Okay, it's about to get really weird right now, so bear with me.

Translations: _Tarei'Hasan_: Small insect, or unworthy opponent (In this case, used to denote a Familiar). _Kainde Amedha_: Hard Meat (In this case, used to denote the Xenomorph). _Pyode Amedha_: Soft Meat (In this case, used to denote a Human). _Zabin_: Insect. What Language is this? Well... you'll find out.


	5. Star Cursed

Author's Note: As said in the last chapter, this one is gonna get really, really weird, so bear with me.

Four: "Star Cursed"

Madoka and her friends had regrouped to discuss strategy, unaware of the ship that had flown into the atmosphere and landed, unseen, outside of Mitakihara. Kyubey had left to do some scouting, hopeful he could relocate Sayaka's Soul Gem before things got too bad, leaving Madoka alone with Mami, Hitomi, a wounded Homura, Kanon and Sera.

"What about the sewers?" Kanon asked, piquing an eyebrow. "I mean, this thing's moving around the city, and no one sees it. It's either invisible, which I know is bullshit, or it's found a way of traversing the city unseen. Sewers are our best bet." Kanon was contributing to the argument at hand which was, at the time, 'how was it getting around'.

"Or it could be using the rooftops? I mean, you've seen it." Hitomi added. "It can crawl on walls, it could easily use the roofs."

"What about the subway? That's not exactly a small system itself..." Mami started in, throwing her idea into the hat. "I mean... they cover most of Mitakihara, so..."

"All good answers." Came a familiar voice from beside them, the visage of their Incubator appearing on a table. Mami was the first to smile.

"Kyubey, you're back. Did you find Sayaka?" The Incubator only turned it's head a little.

"You know Kyubey? Then perhaps I am in the right area." The Incubator continued, the smile widening on it's face. Almost as if on cue, a small white figure appeared on Mami's shoulder.

"Antsubey." Kyubey muttered, leaping off Mami's shoulder to the table. "This is... a most interesting turn of events." Kyubey stared at the new Incubator, Antsubey, and tilted his head. "Need I remind you this is not your planet?"

"Relax, brother. My business here is purely in interest of your interests' survival." The new Incubator looked almost exactly like Kyubey, except a little scruffier around the edges, and with light blue highlights on the long ears which protruded from it's smaller ears.

"Uhm... Kyubey? Who is this?" Kyubey looked to Mami and tossled his head.

"I do not have the capacity to tell you exactly but... the closest translation would be... Antsubey is my sister." He shook his head once more, staring back at Antsubey. "Antsubey is stationed on a planet very far away... which begs the question what brings her here at this particular moment, a most inopportune moment, to be percise." Antsubey looked about the apartment curious.

"I can assume we are alone here?"

"Yes." Kyubey answered. Antsubey turned around and faced a corner.

"Dachee, please show yourself." From the corner, the light shimmered a little, almost like cellophane, and fizzled until a form was visible. Appearing where there was once nothing came the tall, six-foot build of a massive alien creature, it's long black hair falling about it's back, and four large, dagger like tusks proturded from it's mandables.

"SHIT!" Sera shouted, her reaction nearly shattering Mami's glass table.

"What the-" Came Homura's reserved reaction as she reached for a pistol in the Nether.

"Please, Kyubey, still your Star Cursed. We are all friends in this room."

"Akemi Homura, please. Relax." Kyubey's eyes hardened, the first time they'd changed in a while. "You're a long way from Klendatu, Antsubey. Why are you bringing one of your charges here?"

"Mutual interest. You have a problem, and I can solve it." The tall figure in the corner, which upon closer inspection, proved to be decidedly female, emitted a series of clicks and clacks from it's throat. "Dachee is right; we will gain nothing from fighting one another. Star Cursed should fight only _Gry'sui-bpe H'Dlak_, not other Star Cursed."

"'Star Cursed'?" Madoka asked. "What..."

"Puella Magi." Kyubey explained. "Another term for Puella Magi."

"Is _that_ what you call them here, brother? That was always your problem, Kyubey, always... oh, what's the human term for it? 'Sugar Coating'? Yes, that's your problem, always sugar coating the condition."

"I do nothing of the like. I tell my charges only what they need to know, and when the time comes, more."

"Do they even know about the _Gry'sui-bpe H'Dlak_? How the Star Cursed become them?"

"I'd ask you to use terms we all understand, Antsubey." Kyubey rebuttled.

"This... is making my head spin."

"Antsubey is an Incubator like me... she spends her days making contracts with a rather war-like tribal race on a distant planet called Klendatu. The population of Klendatu, being an honorable species, don't make contracts with us frequently. Rare is a case where one does." He shook his head. "'_Gry'sui-bpe H'Dlak_' is what they call Witches. It means 'Fear Stampede'."

"Pretty fitting description, if you ask me." Kanon chimed in.

"Well, I wasn't." Antsubey answered. The figure in the corner gave more clicks. "Well... I suppose... Dachee wishes to speak to you. While I cannot translate for you, I can give you the ability to understand. Talking Telepatically works for me. Gives me less work."

"_Greetings._" Came a strange female voice into everyone's head. "_I am Dachee, third daughter of the Vlak'da clan of Hunters, and Star Cursed. I have tracked this Hard Meat to Earth, and I have also sensed the Fear Stampede growing in power. This is a problem._"

"Yea, this 'Hard Meat' already killed one of my friends."

"_If she is Star Cursed, she is not dead. Only hanging on the fringes of consciousness. The Hard Meat lack the ability to kill Star Cursed._"

"What if this 'Hard Meat' swallows her Soul Gem?"

"_Soul... Gem...?_" Dachee questioned, her head ticking a little to the side.

"Silly girl... Soul Gem. It's an... archaic term for your _Kantra Zazin_." Antsubey explained for her, shaking her head at Kyubey. "Really, brother, couldn't you catch them up with the times."

"Alright, I've had it with you, Antsubey. Take your Star Cursed and get the hell off my planet." This statement took everyone by surprise. It took a real hit to make Kyubey angry, and this Incubator did it flawlessly. She smiled as her eyes shut, allowing her to shake her head.

"You should know better by now, Kyubey. We are guides, compasses to our charges. Our say means nothing. Let your Star Cursed decide..." Turning to Mami and the others, she took a step forward and plopped down before them. "Tell me, Star Cursed, would you rather fight this thing alone, by yourselves, with no experienced help... or would you rather live... and accept help from one who knows how these _Kainde Amedha_ operate?" Mami swallowed hard and turned to Madoka; the default leader of the group, looking for her input.

"Madoka? What do you say?"

"Any help is good help, I suppose..." Madoka started. "But you still didn't answer my question. What if this 'Hard Meat' swallowed my friend's... what did you call it, _Kantra Zazin_?"

"_If the Hard Meat has consumed her Kantra Zazin, it will no doubt gain some of her abilities... tell me, when she became Star Cursed... what powers did she gain?_"

"Regeneration." Homura answered through her groan. "I've watched this thing regenerate from fatal wounds... killing it is not going to be easy."

"Hey... can I ask a potentially dumb question here?" Kanon chimed in, raising her hand. "I know 'Star Cursed' is your way of saying 'Puella Magi', but... why 'Star Cursed'? I mean... what did you wish for?"

" _'Wish'? I did not 'wish' for anything._" Dachee responded, shaking her head, sitting on the ground.

"Well, then how did you make a contract, what did you get out of it?"

"The ability to hang her head high in society." Antsubey's answer came too fast for Kanon's liking. "While the terms are interchangabe to an extent, being Star Cursed is far from being a Puella Magi... Kyubey, are you still _trading_ with these apes?"

"They are not apes, Antsubey, and you know it. Humans are not like Yatuja, they do not believe in honor for the whole. To convince a human to make a contract... I needed incentive." Antsubey laughed at this, her high-piched cackle more then a little disturbing to everyone assembled.

"Oh, Kyubey, you poor misguided boy." Antsubey looked over at the assembled Puella Magi, shaking her head in what could almost be mistaken as shame. "... And you poor, poor misguided girls. What other reason then survival of your species do you need to lay down your lives and fight? You, curly top?" She addressed Mami in a most unrespectful tone. "What did you wish for? Change your fortune as an ugly harlot, or perhaps to gain those unflatteringly large breasts of yours?"

"Okay, now wait one second-" Mami started, her protest falling flat on deaf ears as the Incubator continued.

"And you? Pinkie?" Madoka's eyes hardened, a severe dislike of the Incubator present for all to see. "What was your wish wasted upon? To have friends and banish your loneliness? Or perhaps to loose your-" A hand snatched the Incubator up, coming face-to-face with hard, angry purple eyes.

"You listen and you listen good you little shit." Homura stated, her voice cold and calculated as always. "No one talks to my friends like that. If that's how you're going to be, then you and your Star Cursed just pack up and go home. Because I could deal without your attitude, and so could everyone else." Antsubey stared at the girl through those red eyes, the smile never leaving her face.

"Well, well, well..." Antsubey continued, her smile frightening. "We all know who you burned your one miracle on. Tell me, have you fucked her yet?" Homura's hard stare broke for the first time in forever, a blush creeping across her face.

"You-" Another cackle left the Incubator as Homura tossed her across the room.

"I hit a nerve, it appears." Collecting herself, she hopped up onto Dachee's shoulder, licking her paw and smoothing out a rough patch of fur, created from her impact with the wall. "Aggressive demeanor aside, my offer still stands. Dachee will assist you in fighting the _Kainde Amedha_, and then, when it is done, she shall be on her way."

"_My people have a rough history with your own, so I dare say I could not stay._"

"'Rough History'?" Came Sera, her eyes brightening. "South America."

"South America? I-" Mami stared, Sera beginning to explain.

"A good twenty years ago, these was an unknown explosion in the jungles of South America. The South American government covered it up as a weapons test gone wrong but..." She shook her head, smiling and laughing. "I always called that as bullshit." Mami's phone rang in her pocket.

"Hey, Jaina..." She paused. "Back up, actually, just arrived." Another pause as she shook her head. "No, not Masami... how fast can you get down to my apartment...?" A third pause, this one a little shorter. "Because we just met a Puella Magi from another world.

-Forty Minutes Later-

"...which is just amazing! I mean... an actual, real, live ALIEN!" Jaina was looking Dachee over like a little girl who just opened her christmas presents.

"Uh, earth to Jaina? I don't know if you've picked up on this or not, but there's been an actual, real, live alien running amok in Mitakihara for the past three days?"

"Yea, yea, I know, but this? This is amazing!" She covered her mouth, stifling her squeal of delight. "What... did you call yourself again, I'm sorry..."

"_Dachee, third daughter of the Vlak'da clan, and Star Cursed._" Dachee answered again, Jaina smiling.

"And you're here to help us? Against this Xenomorph thingie?"

"_To my best extent, yes._"

"That doesn't sound too reassuring..." Homura muttered.

"Homura-chan..." Madoka chided. "Don't be so rude..."

"Yes, well, I'm afraid she's right." Antsubey answered. "The last time Dachee tried to take down a 'Xenomorph' as you call it, it nearly killed her." She read everyone's looks. "You don't know how the Star Cursed become that, so let me give you a little lesson. The Yatuja, Dachee's people, are a war like race, living on the distant planet of Klendatu. When each young pup comes of age, they are required to undertake the _Kv'var Kherite_, or Hunting Trial. They are taken, along with an experienced Hunter, to a remote planet, where they are required to hunt the _Kainde Amedha_. If they succeed, they become a Hunter themselves. However, if they fail, they are forbidden from ever becoming a man." She paused, her tail swaying behind her. "However, if a female fails, they are offered two choices. Dishonor, with no hope of ever reclaiming it; or become Star Cursed, and have the slightest chance of reclaiming lost honor." She paused, switching shoulders, more for her own convenience.

"As Star Cursed, she is given a small ship, and one order. Never return to Klendatu. Hunting the _Gry'sui-bpe H'Dlak_ wherever they hide. I act as her guide, as well as a sort of commander, giving her orders; where to go, and sometimes what to do."

"You can't even call her a friend?"

"Friend?" Antsubey chuckled a little, shaking her head. "That would be silly, why would I do that? Does a general on this planet befriend the men he knows may not return? Does a jailor befriend the men in his care? Murderers, rapists?"

"That is too harsh, Antsubey..." Kyubey cut in, the other Incubator shaking her head.

"No. It is true. The Star Cursed are just that. Cursed. I am a keeper, and only that. Dress it up as much as you wish, Kyubey, but you should not call these people your friends."

"_We can stand here all day and discuss the differences of opinions, but that will not stop the Hard Meat from killing more people. Something we can both agree cannot continue._"

"Dachee's right." Mami responded to the Yatuja's commentary, nodding firmly. "Every minute we spend arguing, another person could die. We need to actually move, and find this thing." Antsubey scoffed a little.

"Very well, Curly Top. I'm guessing your the leader of this little rag-tag group, so I'll leave all this to you. Meanwhile, I'm going to have Kyubey show me around the city." The other Incubator spoke clearly.

"After how rude you were? You should re-think that." Sera mused.

"Rude? Anything but. I was honest. Something my brother lacks. Now, come, Kyubey, show me this 'Mitakihara'." The two Incubators filed out through a window, and when they were gone, Kanon growled to herself.

"Man, I really want to shoot that Antsubey..."

"Wouldn't do any good." Homura responded, her cheeks still bright red.

"I know! It'll just make me feel better!" Dachee laughed a little.

"_I can talk directly to your Kantra Zazin, so we can understand each other._" Dachee muttered, giving a little bow. "_The Hard Meat prefers dark, closed areas. They feel most at home where their prey cannot maneuver. However, for the Hard Meat to procreate, it will need an open area, as well as someplace warm so the eggs will hatch..._"

"Someplace open... dark... but warm..." Jaina started thinking, stroking her chin. "The power plant!" She spoke finally, snapping her fingers.

"You think?"

"Well, ever since the Fukushima Incident, most of the nuclear power plants went off-line. But, there's still one functioning one on the outskirts of Mitakihara. It's fully automated, so there would be no chance of it being reported, and because no one works there, the facility is usually kept dark. And warmth just goes with the territory."

"She's right." Sera nodded. "It makes the most sense."

"So... what do we do when we find this thing? It can regenerate any damage done to it, and probably hit like a mac truck now that it's got Kyouko's Soul Gem. I mean... what do we use against it? Harsh language?"

"_Let me deal with the Hard Meat. I need you to deal with the fallout, and the Hard Meat Drones._"

"Drones? Wait..."

"_It is my guess the Hard Meat has already evolved into a Queen, and is laying eggs to start a Hive. If that happens, the city will be the last of your concerns._"

"How fast does this thing work?" Homura mused, more then a little concerned at the potential fallout.

"_I have seen the Hard Meat colonize a planet over the course of six weeks. Planets twice the size of this one._"

-Mitakihara Nuclear Power Plant-

Her eyes fluttered open, her body in a great deal of agony and pain. Her head lazily looked about, taking in her surroundings. Her vision began to clear as she watched motion out of the corner of her eyes, the mass of gray and black nothing more then a blob of unidentifiable shapes. Her head felt heavy as she looked at the ground before her. She was strung up to the wall, some kind of thick, resin-like material keeping her pinned.

"M-Madoka?" She called out, her voice falling dead in the room. "Mami? Kyouko?" She called again, hoping for some kind of response. A dim blue light caught her attention, looking over to her right she spied her Soul Gem stuck to the wall just beside her, black swirling amongst the blue. She tried to move her arms, but they just wouldn't move. She was pinned completely against the wall. Her stomach growled and churned. "Ugh... so hungry..." She mused again, the blob of shapes out of her eye moved, closing in on her. She noticied what it was instantly, the black mass that had brought her here.

_*Ssssssssssss_* The creature hissed at her as it stared, studying her with it's hallow face.

"What... do you want?" She was too fatigued to be surprised at the creature. Lifting it's skeletal, long fingers to her face, it produced an apple, holding it out to her.

_*Sssss*_ It continued, holding the small red apple to her mouth. Sayaka took a bite of it, but not without some hint of concern milling about in her head. This was most strange. First it abducts her, then it feeds her? Something was very strange about all this. The creature turned the apple about on it's core, letting her eat most of it before it swallowed the spent core. It continued to stare at her for a while before placing it's hand on her chest.

"Hey! Watch where you put your mitts, buster!" Almost nodding in approval, the creature reached down, past her line of sight, and produced a sickening, eight-legged spider-like creature with a long, prehensile tail. "Wha- no!" She didn't know what the hell this was, but didn't like it one bit. Holding the creature close to her face, the spider-thing latched on, wrapping it's legs around her head, and tail around her neck. The muffled scream barely carried six feet.

-Outside-

It was hard getting an alien through the streets of the city unseen, but they finally managed, arriving almost two hours later at the power plant. The outside was dark, no lights shining on the inside, and not a soul around.

"Cripes, this place is eerie.." Sera mused, her claws to bear.

"And quiet." Kanon responded, plucking a few strings on her guitar.

"Sssh!" Mami stopped her hand. "It'll hear you. I'd like to get a jump on it." Steadying her hand, she slung the guitar across her back, walking towards the fence.

"There's no gate." Hitomi observed, looking left and right as far as her eyes would allow her. Sera's claws came up as she gave a smile.

"Then we'll make one." Lifting her hand up, she slashed across the gate, making a cross-shaped gash in the chain link, allowing everyone in.

"I'm pretty sure you just broke about twelve laws right there."

"Tell you what, blondie. I'll let you worry about laws. Why don't you go back and have some tea and cake, maybe invite some of your imaginary friends and make it a party, and let the real women in this group take care of your problem." Sera groaned as Dachee squeezed herself between. Mami groaned something to herself, then replied in a most uncivil tone.

"If we both survive this, remind me to kill you."

"Kid, I've been alive for five hundred years. I don't think you've got what it takes to kill me." The talking ceased as they proceeded farther into the power plant before Madoka chimed in.

"I... I can feel here! She's here!"

"Sayaka, or that thing?" Came Homura's response.

"I... don't know. I feel Sayaka... but it could be that thing..." She looked around, as if she was trying to find out from where. "This way!" Madoka lead the group through the winding passages of the power plant, eventually coming to a large, open area that looked like an empty cooling tank.

"My gods..." Sera mused, looking around the walls, dozens upon dozens of people cocooned to the walls, ceilings and whatever other surface they could find. "I'm dreaming... I must be dreaming. I'll wake up, and all of this will be a bad dream."

"Snap out of it." Mami slapped her shoulder. "Or maybe you'd like to go home and have some tea and cake..."

"V-" She began, shaking the shock from her psyche. "Very funny..." Madoka took off towards a pillar in the center of the room, the massive four-sided strut sporting only one cocoon.

"Sayaka!" Madoka shouted, running towards her friend.

"M-Madoka...?" Sayaka sounded weak, most of the energy having left her. "Is... that you?"

"I'm here, Sayaka! Mami, Hitomi, and Homura! We're all here for you!"

"K...Kyouko? Where's... Kyouko...?"

"She's... not well at the moment. But we're going to change that! Come on, let's get you out of there!" Madoka took a step back, took her bow into her hand and drew the string back, a pink energy arrow appearing nocked there. Firing once, the cocoon around Sayaka exploded, causing her to collapse into Madoka's waiting arms. "It's okay, Sayaka, we're here!"

"Madoka... I... I was so scared!" Homura walked up as the two friends rejoined, staring at the blue Soul Gem in the wall.

"Sayaka." Homura began, drawing a pistol from behind her shield, she fired at the cocoon under the Soul Gem, careful not to hit it, freeing it instantly. Catching it, she handed it to her friend. "Don't loose it this time." Sayaka offered a little laugh, which faded at the sight of the Gem.

"It's so black..." Madoka reached into her dress, and took a small black gem from what appeared to be her bra.

"Here, Sayaka-chan... I've been saving this." Sayaka gave a little smile as she took the Grief Seed.

"Thank you, Madoka. I owe you." Putting her Soul Gem near the Grief Seed, the black inside vanished, Sayaka already feeling rejuvinated. "Come on." She groaned, standing. "It's time for a little revenge." With a blue flash, she transformed, the sword in her hand thirsty for vengence.

"Good, great, you found your girlfriend. Can we get _out_ of here now? This place is giving me the willies!" Sera asked, backing up and looking about the room.

"_We must kill the Hard Meat Queen, or this nightmare will never end._" Dachee spoke, looking over to a hanging sack on a far wall. "_And judging by her egg sac, I'd say she already knows we're here._" Almost as if on cue, a shriek echoed around them, the shadows and cocoons moving in answer. The creatures weren't just hiding. They were hiding in plain sight.

"It's a trap!" Homura shouted, a shotgun coming from behind her shield, she pumped it and prepared for combat. Kanon reached back and took hold of her guitar, ready to do battle. The fear drained out of Sera as she readied herself.

_You're doing this for Kanon..._ she thought to herself. _For Toronto. Finish this up, kill them all, and never fall into debt with anyone ever again! Solid plan, Fields._ The shadows started to turn into forms, dozens upon dozens of aliens swarming around them, across the walls and ceiling, waiting for an opportunity to strike. Homura looked up to see one try to drop on top of her, which was answered with a shotgun shell to it's face, the force of impact causing it to double-back flip away, landing on it's back, dead. A few droplets of it's blood landed on her, but the pain wasn't enough to cause her to react.

"Stay together!" Mami shouted, muskets dropping out of her skirt almost indefinetely. "Don't get separated!"

"Easier said then done!" Sayaka responded, slicing an encroaching alien across the neck, severing it's head. "COME ON! That all you got you ugly bastards!" She shouted, her stomach growling. "Man, I'm hungry..."

"Now isn't the time, Sayaka." Hitomi mused, taking a fighting stance next to her, the chain on her arm linked to her trident.

"No, I actually agree with her!" Jaina smiled, having transformed, her orange and black suit standing out like a beacon, swinging her massive Greatsword around with care. "I'm getting kinda peckish myself." With an arrogant tone in her voice, she continued. "What do you ladies say to dinner after this?"

"Not the time, Jaina!" Homura responded, unloading a pistol into another before it could get too close. Sayaka continued to kill another, running her sword through it before kicking it off the blade.

"How many of these things are there!" She called, her stomach churning some more, like she was sick. A sudden pain in her stomach caused her to drop her sword. "Uh... I... don't feel so good...?"

"Come on, Sayaka, push through it a little more! We're almost out." Came Hitomi's response.

"No... like... I _really_ don't feel good." Her face paled as she remembered where she remembered this sensation from. The last night in her house. "Madoka... I think it's happening again..."

"What's happening again?"

_CRACK!_ Something inside of her felt like it broke. "Madoka! It is happening again!" Jaina stopped, looking her over.

"Oh, shit... She's right!" As Madoka moved to assist, Jaina pulled her back. "No! You can't do anything for her!"

"What do you mean, she's-"

"Already dead." Jaina responded.

_CRACK! CRACK!_ Other bones in her body broke, Sayaka collapsing to the ground.

"M-M-Madoka! H-help me!" Jaina kept a hand on Madoka's shoulder, keeping her from moving. Doubling over onto the ground, she groaned a long, low growl, which slowly turned into a loud scream. Arching her back, the group watched in horror as her stomach split open, a small, snake-like creature exploding out, through her Soul Gem, shattering it. Eyes growing dark, Sayaka collapsed backwards as the creature shrieked at those looking at it.

"S-Sayaka!" Madoka called.

"Forget it, kid, she's already dead!" Sera shouted. "Fucker came right through her Soul Gem!"

"Scorched earth, shit..." Mami mused. They had started burning their assets. They knew if she lived, she'd continue to be a problem. They were smart enough to know their one weakness, which meant- "Protect your Soul Gems! They know!" Mami shouted, moving too fast for them to really get a lock on hers. From the shadows came a shriek as a smaller alien pounced towards the group, slamming Hitomi into the ground, pinning her. Kanon, being the closest asset, charged in, brought her guitar up, and swung.

"EL KABONG!" She shouted, golf-swinging it to it's head, sending it off Hitomi. "Here!" Offering her her hand, Kanon helped the stunned Puella Magi up, turning around to bash another's head in. A powerful tail knocked Hitmoi aside as a third alien shoved Kanon down, impaling her in the chest with it's tail, the barp piercing her Soul Gem, killing her instantly.

"Kanon!" Hitomi shouted, running the alien's chest through with her trident. "Kanon!"

"Dammit!" Mami swore as she was the display before her. That's when things went down hill.

"Someone, I need some help over here!" Jaina shouted, taking on five at once. From behind, one of the aliens put her into a bear hug as a second bit into the tiara on her head, her Soul Gem shattering from the monster's powerful teeth. Two dead in a matter of seconds. Homura and Mami had the easiest time protecting their Soul Gems, as Mami never stopped moving, and Homura killed them too fast for them to get near.

_This isn't going too well..._ Sera thought to herself, stealing an occasional glance at her own Soul Gem, prominently displayed on her chest. _With Kanon gone though... Toronto doesn't mean anything._ Shutting her eyes, she called to the surviving Puella Magi.

"Hey Blondie!" She shouted, Mami catching a glance at her. "I'm sorry!" And with that, she turned on her heels and fled.

"Sera! SERA!" Mami shouted, completely in disblief. "Get back here you bloody coward!"

"What the hell was that?" Homura asked, watching the woman run.

"That was Sera leaving us to die!" Mami rebuttled. "I KNEW we shouldn't have trusted her."

"_Her end will come._" Dachee answered, just as the number of drones tapered off. Another shriek had caused the few left to back away, a massive shadow falling over those assembled. "_She's here._" Dachee continued, the four-armed visage of a massive alien falling into their vision. It stood a good twenty feet tall, two smaller arms at it's chest and a massive crest behind it's head. And situated right in the center of it's chest, was a red gem giving off a prominent glow.

"Oh, shit." Hitomi mused. "It's got Kyouko!"

"_I will try to subdue it! You!_" It threw it's head to Mami. "_See if you cannot remove the Kantra Zazin from it's chest!_" Mami nodded as the Yatujan Puella Magi threw herself at the monster, almost twice her size, and began wrestling with it. "_Your death will bring me great honor, Hard Meat!_" She growled as the beast thrashed about, trying to shake her loose. Mami pelted it around the legs and head with shots, just enough to disorient it while she closed the distance to remove the Soul Gem in it's chest. Like hell she was loosing another one. A pink arrow struck the monster's shoulder, causing it to stagger.

"I got your back, Mami!" Madoka called, drawing another arrow back and firing, this one missing. Homura had her back to Madoka as she held the encroaching drones off, her hands never ceasing to fire. One of it's longer arms reached back and managed to get ahold of Dachee, tossing her away. The impact with the wall didn't seem to bother the massive Yatuja, she simple got back up and continued her assault, a spear appearing in her hands, one of an alien design.

"_Nain-desintye-de a U'sl-kwe!_" She shouted in her alien tongue, leaping at it once more, digging her spear into it's chest, just above Kyouko's Soul Gem. "_I will see you die on this day, Hard Meat!_" She continued to bellow like some goddess of war. Hitomi had already advanced, throwing her trident into it's leg, trying to tie it up with the chain. One of the smaller aliens rocketed past Mami and leapt onto Madoka's chest hissing and growling at her.

"Homura!" Before the other could react, it drew it's claw back and swiped across her chest, striking her Soul Gem in the process.

"MADOKA!" Homura called, her face paling. Kicking the alien off Madoka's chest, she emptied the pistol in her hands into it, the creature dead after the second shot. "Dammit!" She continued.

"Mami!" Hitomi called. "You've got to finish this! If you don't more will die!"

"But... Kyouko!"

"She doesn't want to live like this! FINISH IT!"

"_If I die in combat with this monster, then my honor is restored. If you have the capacity to end it, do it!_" Dachee answered, struggling with the queen.

"Mami! Tiro Finale this bastard! DO IT!" Homura shouted, looking at her arm and shaking her head.

"FINE!" She shouted, a single musket appearing in her hand. "I hope you're happy you ugly bitch! TIRO!" She shouted, the musket turning into a large, unwielding cannon, supported by a bipod. "FINALE!" With a massive 'CRACK!' a beam of yellow energy pierced the alien's chest, shattered Kyouko's Soul Gem, and proceeded to incinerate Dachee and the alien. The beam pierced the power plant's ceiling, causing the moon to show through the hole.

-Moments Later-

It didn't take Homura, Hitomi and Mami long to clean up the remaining aliens, their confused state forcing them to fight and bicker amongst themselves, allowing the three to clean up house easy.

"So many dead..." Hitomi muttered as she dragged Kanon's body into a pile. "The hell is the news gonna say about this?" They had lined Kanon, Madoka, Sayaka and Jaina up into a little row, their hands over their chests, hoping to make them look at peace.

"Usually, we bury our dead in a Witch's Barrier... to be out in the open is strange." Mami wiped the sweat from her forehead and shook her head, Homura's poke bringing her attention. "What's wrong?"

"I... hate to do this to you two... but this is about to become your mess to clean up."

"What? Why?" Hitomi asked, Homura showing the disk on her arm, the metal object turning slowly like a clock.

"My wish. I wished to protect Madoka... and I failed. In about half an hour, unless I trigger it early... I'll go back in time to when we first met..."

"That... you can't do that!" Hitomi continued. "I mean... what about us!"

"It's either that..." Homura continued, shaking her head in a glum fashion. "Or I become a Witch. And I'll not stand for that. I'm sorry Mami... Hitomi... but I can't stay." Mami nodded, pulling Homura into a hug.

"Either way, Homura-chan. It's been good knowing you. I suppose when we next meet, we'll be strangers again, huh?" Homura nodded, showing something Mami had never seen out of the stone-cold Puella Magi. Tears.

"I... really thought this was the time. I really thought I would get it right this time... I guess I really am stupid like that..." She sighed. "And with Walpurgisnacht so close... I'm really... really sorry."

"Who?" Homura didn't answer, just took a step back and put a hand on the disk.

"Don't forget about me." Mami nodded and wiped away a tear of her own.

"Don't forget about us."

"How could I?" She smiled, gave the disk a turn, and in a brilliant flash of purple, disappeared.

-The Following Morning-

It had taken all night, but Mami and Hitomi had managed to bury the bodies of their four friends in a field not far from the power plant, a stone slab marking their graves. With her trident, Hitomi had carved four epitaphs for them.

"_For my best friend, Madoka Kaname. You were always the light of my life. Rest in Peace._"

"_For my best friend, Sayaka Miki. I never told you this... but I did love you. Rest in Peace._"

"_For Jaina Sutherland. Though we just met a few days ago, I feel like I've known you my whole life. Rest in Peace._"

"_For Kanon Dachel. May you forever rock. In this world, and the next. Rest in Peace._"

And on a fifth stone table, she had carved this warning.

"_Sera Fields. Deserter. Coward. Mercenary. May you wander into a Barrier and never return. I shall shed no tears for your death._" Mami put a hand on Hitomi's shoulder and nodded, pleased at her work.

-An Airport; United States-

Sera Fields sat on a soft chair in an airport, after getting off her flight from Mitakihara, her mind going over the events of the previous few days. She'd ran. She had ran away from people who needed her help. She had deserted those girls, and left the to die. Were they dead? Or... maybe on the off chance they had survived... she couldn't tell, nor could she say she wanted to know. As she thought on this, an elderly man, flanked by two shady looking characters advanced on her. "Are you Sera Fields?" The elderly man asked, bowing. Sera, still shocked, looked up and nodded.

"Yea... yea, that's me. Who-"

"My name is Charles Weyland." He muttered, handing her a small stack of papers. "I'd like you to come with us, please. You have a story I'd very much like to hear." Sera looked over the papers, flicking through each one. They were dossiers.

"Tomoe, Mami: Status: Alive, Detained."

"Kaname, Madoka: Status: Deceased."

"Shizuki, Hitomi: Status: Alive, Detained."

"Akemi, Homura: Status: Unknown."

"Dachel, Kanon: Status: Deceased."

"Fields, Sera: Alive."

"Sutherland, Jaina: Status: Deceased."

"Sakura; Kyouko: Status: Deceased."

"Miki, Sayaka: Status: Deceased."

Sera looked up at the man, fear prevelant in her eyes. "What do you want with me?"

"We want you to tell us what happened." He motioned to the men, who helped her stand up, escorting her out of the airport. "Don't worry, we're... very open minded... Puella Magi."


End file.
